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

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignated; (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall Guarantor may not, and shall may not permit any of its Restricted Subsidiaries that are not Guarantors Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a of the Guarantor to: (ai) (x) to pay dividends (in cash or otherwise) or make any other distributions to the Issuer or any in respect of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock owned by the Guarantor or with respect to any other interest Restricted Subsidiary of the Guarantor or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt or other obligation owed to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a Guarantor; Subsidiary; (bii) to make loans or advances to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary; or or (ciii) sell, lease or to transfer any of its properties property or assets to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary. Notwithstanding the foregoing, except the Guarantor may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction (in each casea) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions pursuant to any agreement in effect on the Issue Date, including date hereof; (b) pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any an agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiarieswas not Incurred in anticipation of such Person being acquired; (c) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above; provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (d) in the case of clause (iii) in the above paragraph, contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Guarantor or a Restricted Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or assets subject to such security agreement; (e) in the case of clause (iii) in the Person above paragraph, with respect to customary nonassignment provisions entered into in the ordinary course of business in leases and its Subsidiaries, so acquired or redesignated; other agreements; (6f) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Issuer Guarantor imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; , provided that (7x) Secured Indebtedness the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, (y) such restriction terminates if such transaction is not consummated and related Liens (z) the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law or required by any regulatory authority having jurisdiction over the Guarantor or any Subsidiary; (h) pursuant to this Indenture and the Securities; (i) constituting a Lien otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; 10.15; and (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13j) other Indebtedness, Disqualified Stock encumbrances or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either that are not materially more restrictive taken as a whole than those contained customary provisions in comparable financings provided that each of the Issuer and the Guarantor provides an Officer's Certificate to the Trustee to the effect that in the Notes as in effect on opinion of the Issue Date signers of such certificate such encumbrances or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect impact the ability of Issuers' and the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Guarantors' ability to make distributions on Capital Stock scheduled payments of interest and (B) principal under the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor with respect to on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignated; (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall (a) Parent will not, and shall will not cause or permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor of Parent to: (a) (xi) pay dividends or make any other distributions to the Issuer on or any in respect of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a GuarantorStock; (bii) make loans or advances or to the Issuer pay any Indebtedness or other obligation owed to Parent or any of its other Restricted Subsidiaries that is a GuarantorSubsidiaries; or (ciii) sell, lease or transfer any of its properties or assets to the Issuer Parent or any of its other Restricted Subsidiaries that is a Guarantor, Subsidiaries; except (in each case) for such encumbrances or restrictions existing under or by reason of: (1a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligationsapplicable law; (2b) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquiredcustomary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of Parent; (4) applicable law or any applicable rule, regulation or order; (5d) any agreement or other instrument existing at the time of a Person, or relating to Indebtedness or Capital Stock acquisition of a Person, which any Person is so acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction and not entered into in connection with any such acquisitionwith, mergeror in anticipation or contemplation of, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (butbeing acquired, in each case, not created in contemplation thereof)including those governing Acquired Indebtedness, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignatedacquired; (6e) contractsagreements existing on the date of this Indenture, including sale-leaseback agreementsthe Credit Agreement, for to the sale extent and in the manner such encumbrances or disposition restrictions are in effect on the date of assets, including customary restrictions with respect this Indenture or as thereafter amended in a manner no less favorable to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such SubsidiaryHolders; (7f) Secured restrictions imposed by Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose Company or any of the Guarantors ranking pari passu with the Securities or the Guarantees, as applicable; provided such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Securities; (g) restrictions imposed by any Senior Debt incurred in accordance with Section 4.10; provided such restrictions are no more restrictive taken as a whole than those imposed by the Credit Agreement as of the Issue Date; (h) restrictions imposed by any agreement to sell assets securing or Equity Interests to any Person pending the closing of such sale relating to such assets or Equity Interests; (i) restrictions on transfer contained in Purchase Money Indebtedness incurred not in violation of Section 4.10; provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; (8) j) Liens of the type described in clause (iii) above incurred in accordance with Section 4.12; (k) customary restrictions on cash in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of Parent or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (l) customary provisions in joint venture agreements and other deposits similar agreements (in each case relating solely to the respective joint venture or net worth imposed by customers similar entity or other counterparties under the equity interests therein) entered into in the ordinary course of business; (m) contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other business, not relating to Indebtedness, Disqualified Stock and that do not, individually or Preferred Stock in the aggregate, detract from the value of any assets of Parent or any Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained Subsidiary in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement manner material to which the Issuer Parent or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13n) Indebtedness or other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that, (A) in the good faith judgment of the Issuer, that such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Receivables Subsidiary; or (o) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d), (e), (k) or (Cn) above; provided that the encumbrances and or restrictions contained in any such Indebtedness are no less favorable to the Holders than the encumbrances or restrictions contained in agreements referred to in such Indebtednessclause (b), Disqualified Stock (d), (e), (k) or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtednessn), provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability Board of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement Directors 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesParent.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor of the Company to: (a) (x1) pay dividends or make any other distributions to the Issuer on or any in respect of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a GuarantorStock; (b2) make loans or advances to the Issuer Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries that is a Guarantorthe Company; or (c3) sell, lease or transfer any of its properties property or assets to the Issuer Company or any other Restricted Subsidiary of its Restricted Subsidiaries that is a Guarantorthe Company, except (in each case) case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4a) applicable law or any applicable rule, regulation or order; (5b) this Indenture, the Notes, the Guarantees and the Existing Notes and related guarantees; (c) customary non-assignment provisions or restrictions on cash or other deposits and net worth covenants contained in any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (d) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof)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 and its Subsidiaries, or the property properties or assets of the Person and its Subsidiaries, so acquired or redesignatedacquired; (6e) contractsagreements or instruments existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including sale-leaseback agreementsthe Existing Notes Indenture; (f) the Credit Agreement; (g) an agreement governing Guarantor Senior Debt permitted to be incurred under this Indenture (other than Guarantor Senior Debt under, for or with respect to, the sale or disposition of assetsCredit Agreement); provided that, including customary restrictions with respect to a Subsidiary any agreement governing such Guarantor Senior Debt, the provisions relating to such encumbrance or restriction are no less favorable to the Company in any material respect as determined by the Board of Directors of the Issuer pursuant to an agreement that has been entered into for Company in its reasonable and good faith judgment than the sale or disposition of Capital Stock or assets of such Subsidiaryprovisions contained in the Credit Agreement as in effect on the Issue Date; (7h) Secured restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (i) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (j) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (k) other Indebtedness and related Liens otherwise of Restricted Subsidiaries that are not Guarantors permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.9 hereof; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend and other payment restrictions are created that such dividend and other payment restrictions do not materially adversely affect the Company's ability to pay principal of, and interest on, the Notes; (l) purchase money obligations (including any Capitalized Lease Obligations) relating to property acquired in the ordinary course of business; (m) Liens securing Indebtedness otherwise permitted to be incurred under Sections 10.11 4.12 and 10.12 4.23(a) hereof (including Permitted Liens) that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such propertyLiens; and (17n) any encumbrances an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or restrictions of the type incurred pursuant to an agreement referred to in clauses (ab), (bd), (e) and (cg) through (m) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not in the ag- gregate materially less favorable to the Company as determined by the Board of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Directors of the contracts, instruments Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or obligations restriction contained in agreements referred to in such clauses (1b), (d), (e) and (g) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesm).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor of the Company to: (a) (x1) pay dividends or make any other distributions to the Issuer on or any in respect of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a GuarantorStock; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Issuer Company or any other Restricted Subsidiary of its Restricted Subsidiaries that is a Guarantorthe Company; or (c3) sell, lease or transfer any of its properties property or assets to the Issuer Company or any other Restricted Subsidiary of its Restricted Subsidiaries that is a Guarantor, the Company; except (in each case) for such encumbrances or restrictions existing under or by reason of: (1a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligationsapplicable law; (2b) this Indenture, the Notes Collateral Agreements and the GuaranteesIntercreditor Agreement; (3c) Purchase Money Obligations customary non-assignment and Capitalized Lease Obligations that impose restrictions non-transfer provisions of any lease of any Restricted Subsidiary of the nature discussed in clause (c) above on Company to the extent such provisions restrict the transfer of the lease or license or the property so acquiredleased or licensed thereunder; (4) applicable law or any applicable rule, regulation or order; (5d) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof)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 and its Subsidiaries, or the property properties or assets of the Person and its Subsidiaries, so acquired or redesignatedacquired; (6e) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such SubsidiaryCredit Agreement; (7f) Secured Indebtedness agreements existing on the Issue Date to the extent and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit in the right of manner such agreements are in effect on the debtor to dispose of the assets securing such IndebtednessIssue Date; (8) g) restrictions on cash or other deposits or net worth the transfer of assets subject to any Lien permitted under this Indenture; (h) restrictions imposed by customers any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) provisions in joint venture agreements and other counterparties under contracts 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 or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liensbusiness; (9j) other Indebtednessrestrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent such restrictions relate only to the Issue Date pursuant to Section 10.11assets financed with such Indebtedness; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12k) restrictions or conditions contained in any tradingother Indebtedness incurred in compliance with Section 4.08, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreementrestrictions, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtednesswhole, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuerCompany's Board of Directors, not no more materially more restrictive with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior contained in the existing agreements referenced in clauses (b), (e) and (f) above; (l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; or (m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d), (e), (f), (j) or (k) above; provided, however, that the provisions relating to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement encumbrance or refinancing. For purposes restriction contained in any such Indebtedness are no less favorable to or more restrictive on the Company in any material respect as determined by the Board of determining compliance with this Section 10.14Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (Ad), (e), (f), (j) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesk).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries that are is not Guarantors a Guarantor to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective or enter into any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x1) pay dividends or make any other distributions to on its Capital Interests owned by the Issuer Company or any of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt or other obligations owed to the Issuer Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiaries that is any Preferred Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Interests shall not be deemed a Guarantorrestriction on the ability to make distributions in Capital Interests); (b2) make loans or advances to the Issuer Company or any Restricted Subsidiary (it being understood that the subordination of its loans or advances made to the Company or any Restricted Subsidiaries that is Subsidiary to other Debt Incurred by the Company or any Restricted Subsidiary shall not be deemed a Guarantorrestriction on the ability to make loans or advances); or (c3) sell, lease or transfer any of its properties property or assets to the Issuer Company or any of its Restricted Subsidiaries that is a Guarantor, except Subsidiary. (in each caseb) for such Section 4.12(a) will not apply to the following encumbrances or restrictions (including those existing under or by reason of:): (1) contractual encumbrances or restrictions pursuant to any Debt Facilities and related documentation and other agreements or instruments in effect at or entered into on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) any encumbrance or restriction under this Indenture, the Notes Notes, the Note Guarantees, the Intercreditor Agreements and the GuaranteesCollateral Documents; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions any encumbrance or restriction existing at the time of the nature discussed in clause (c) above on acquisition of property, so long as the encumbrances or restrictions relate solely to the property so acquiredacquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (4) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, and which is not applicable law to any Person or the property or assets of any applicable rule, regulation Person other than such Person or orderthe property or assets of such Person; (5) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or other instrument extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (1) through (4), so long as such encumbrances and restrictions contained in any such agreement are not materially more restrictive, taken as a Personwhole, with respect to such encumbrances and restrictions than those contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (6) customary provisions restricting subletting or assignment of any lease, sublease, contract, or relating to Indebtedness or Capital Stock license of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer Company or any Restricted Subsidiary (or where provisions in agreements that restrict the assignment of such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), agreement or any other transaction entered into rights thereunder; (7) any encumbrance or restriction by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction; (8) any encumbrance or restriction in connection with the sale of assets or Capital Interests, including, without limitation, any such acquisition, merger, consolidation, amalgamation agreement for the sale or redesignation, other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers or suppliers under contracts entered into the ordinary course of business; (10) encumbrances and restrictions under any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in existence effect at the time of such acquisition (except to the extent such Debt or at the time it merges, consolidates Capital Interests were Incurred or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed issued in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired or redesignatedacquired; provided that, in the case of Debt, such Debt was permitted by the terms of this Indenture to be Incurred; (611) contracts, including sale-leaseback encumbrances or restrictions that are customary provisions in joint venture agreements, for the asset sale or disposition of assetsagreements, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the stock sale or disposition of Capital Stock or assets of such Subsidiaryagreements, sale leaseback agreements and other similar agreements; (712) Secured Indebtedness encumbrances and related restrictions arising in respect of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business permitted under this Indenture, in each case, to the extent such restrictions and encumbrances limit the right of the debtor to dispose of assets subject to such Liens and apply to the property so acquired (and proceeds thereof); (13) Liens securing Debt or other obligations otherwise permitted to be incurred Incurred under this Indenture, including pursuant to Sections 10.11 and 10.12 the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets securing subject to such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (914) encumbrances or restrictions relating to any Non-Recourse Receivable Subsidiary Debt or any other Indebtedness, Disqualified Stock or Preferred Stock contractual requirements of Restricted Subsidiaries that are not Guarantors a Receivable Subsidiary that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions a Restricted Subsidiary in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including connection with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practiceQualified Receivables Transaction; provided that such agreement prohibits restrictions apply only to such Receivable Subsidiary or the encumbrance accounts receivable and related assets described in the definition of solely the property or assets of the Issuer or such Restricted Subsidiary that “Qualified Receivables Transaction” which are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted SubsidiaryQualified Receivables Transaction; (1315) any other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to agreement governing Debt entered into after the Issue Date pursuant to in compliance with Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such 4.09 that contains encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either that are not materially more restrictive restrictive, taken as a whole whole, with respect to any Restricted Subsidiary than those contained in effect on the Notes as Issue Date with respect to that Restricted Subsidiary pursuant to any agreements in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will do not materially affect the Company’s ability of the Issuer to pay the principal, make anticipated principal or interest and premium, if any, payments on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) 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 Debt, and that are do not, individually or were created by virtue in the aggregate, detract from the value of property or assets of the Company or any transfer of, agreement Restricted Subsidiary in any manner material to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such propertyCompany and the Restricted Subsidiaries taken as a whole; and (17) any encumbrances or restrictions of the type referred to arising under deferred compensation arrangements or any “rabbi trust” formed in clauses (a), (b) and (c) of this Section 10.14 imposed by connection with any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesarrangement.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor with respect to on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or orderorder or any requirement of any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary or any of their businesses; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignated; (6) contracts, including sale-sale and leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or industry norm or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint ventureventure or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted Subsidiaries; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practicepractice or industry norm; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement of any Securitization, Warehouse Facility or MSR Facility that are is exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall (a) Except as provided in ‎Section 4.07(b), the Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiaries that are not Guarantors Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (xi) pay dividends or make any other distributions to on any Capital Stock of such Restricted Subsidiary owned by the Issuer Parent Guarantor or any of its other Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or Subsidiary; (yii) pay any Indebtedness or other obligation owed to the Issuer Parent Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary; (biii) make loans or advances to the Issuer Parent Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary; or (civ) sell, lease or transfer any of its properties property or assets to the Issuer Parent Guarantor or any other Restricted Subsidiary. (b) The provisions of its Restricted Subsidiaries ‎Section 4.07(a) do not apply to any encumbrances or restrictions: (i) existing in agreements as in effect on the Exchange Date, or in the Notes, the Parent Guarantee, the Subsidiary Guarantees, this Indenture, the Shared Security Documents, the First Ranking Facility or any security documents with respect to the Non-Shared Collateral, each as of the Exchange Date, and any amendments, extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that is the encumbrances and restrictions in any such amendments, extension, refinancing, renewal or replacement, taken as a Guarantorwhole, except (are no more restrictive in each case) for such any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) contractual encumbrances of applicable law, rule, regulation, license, concession, approval decree or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligationsorder issued by any government or any agency thereof; (2iii) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on with respect to any Person or the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument assets of a Person, or relating to Indebtedness or Capital Stock of a Person, which such Person is acquired by or merged, consolidated or amalgamated with or into the Issuer Parent Guarantor or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture)Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence existing at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are 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 Person other than such Person or the property or assets of such Person so acquired, and its Subsidiariesany extensions, so acquired refinancings, renewals or redesignatedreplacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (6iv) contractsthat otherwise would be prohibited by the provision described in ‎Section 4.07(a)(iv) if they arise, including sale-leaseback agreementsor are agreed to in the ordinary course of business and, for that (A) restrict in a customary manner the sale subletting, assignment or disposition transfer of assetsany property or asset that is subject to a lease or license, including customary restrictions (B) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of the Parent Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Guarantor or any Restricted Subsidiary in any manner material to the Parent Guarantor or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary of the Issuer and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of of, such SubsidiaryRestricted Subsidiary that is permitted by ‎Section 4.03, ‎Section 4.08 and ‎Section 4.11; (7vi) Secured with respect to the Parent Guarantor or any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into in respect of Indebtedness and related Liens otherwise permitted to be incurred pursuant Incurred under ‎Section 4.03 if, as determined in good faith by the Board of Directors, such encumbrances or restrictions (x) are customary for such types of agreements and (y) would not at the time agreed to, be expected to Sections 10.11 materially and 10.12 that limit adversely affect the right ability of the debtor Company to dispose make required payments on the Notes and any extensions, refinancings, renewals or replacements of any of the assets securing foregoing agreements; provided that the encumbrances and restrictions in any such Indebtednessextension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (8) vii) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liensbusiness; (9viii) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) existing in customary provisions in joint venture agreements or arrangements and other similar agreements permitted under this Indenture, to the extent such encumbrance or arrangements relating restriction relates to the activities or assets of a party to such joint venture;venture and if, as determined by the Board of Directors, (A) the encumbrances or restrictions are customary for a joint venture or similar agreement of that type and (B) the encumbrances or restrictions would not, at the time agreed to, be expected to materially and adversely affect the ability of the Company to make the required payments on the Notes, the Parent Guarantor to fulfill its obligations under the Parent Guarantee or the Subsidiary Guarantors to fulfill their obligations under the applicable Subsidiary Guarantees; or (11ix) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, Liens incurred in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right accordance with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances‎Section 4.05.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall Guarantor may not, and shall may not permit any of its Restricted Subsidiaries that are not Guarantors Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a of the Guarantor to: (ai) (x) to pay dividends (in cash or otherwise) or make any other distributions to the Issuer or any in respect of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock owned by the Guarantor or with respect to any other interest Restricted Subsidiary of the Guarantor or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt or other obligation owed to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a Guarantor; Subsidiary; (bii) to make loans or advances to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary; or or (ciii) sell, lease or to transfer any of its properties property or assets to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary. Notwithstanding the foregoing, except the Guarantor may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction (in each casea) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions pursuant to any agreement in effect on the Issue Date, including date hereof; (b) pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any an agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiarieswas not Incurred in anticipation of such Person being acquired; (c) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above; provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (d) in the case of clause (iii) in the above paragraph, contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Guarantor or a Restricted Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or assets subject to such security agreement; (e) in the case of clause (iii) in the Person above paragraph, with respect to customary nonassignment provisions entered into in the ordinary course of business in leases and its Subsidiaries, so acquired or redesignated; other agreements; (6f) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Issuer Guarantor imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; , provided that (7x) Secured Indebtedness the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, (y) such restriction terminates if such transaction is not consummated and related Liens (z) the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law or required by any regulatory authority having jurisdiction over the Guarantor or any Subsidiary; (h) pursuant to this Indenture and the Securities or the Senior Discount Securities Indenture and the Senior Discount Securities; (i) constituting a Lien otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; 10.15; and (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13j) other Indebtedness, Disqualified Stock encumbrances or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either that are not materially more restrictive taken as a whole than those contained customary provisions in comparable financings provided that each of the Issuer and the Guarantor provides an Officer's Certificate to the Trustee to the effect that in the Notes as in effect on opinion of the Issue Date signers of such certificate such encumbrances or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect impact the ability of Issuers' and the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Guarantors' ability to make distributions on Capital Stock scheduled payments of interest and (B) principal under the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor with respect to on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignated; (6) contracts, including sale-sale and leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement of any Securitization, Warehouse Facility or MSR Facility that are is exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or 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 Issuer shall Company will not, and shall will not permit any of its Restricted Subsidiaries that are not Guarantors Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x1) pay dividends or make any other distributions distribution to the Issuer Company or any of its Restricted Subsidiaries that is a Guarantor with respect to Subsidiary on its Capital Stock (it being understood that the priority of any Preferred Equity Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock) or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer Company or any of its Restricted Subsidiaries that is a GuarantorSubsidiary; (b2) make loans or advances to the Issuer Company or any Restricted Subsidiary (it being understood that the subordination of its loans or advances made to the Company or any Restricted Subsidiaries that is Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a Guarantorrestriction on the ability to make loans or advances); or (c3) sell, lease or transfer any of its properties or assets to the Issuer Company or any of its Restricted Subsidiaries that is a Guarantor, except Subsidiary. (b) The restrictions in each caseSection 4.08(a) for such hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions Existing Indebtedness and existing agreements as in effect on the Issue Datedate of this Indenture (including, including pursuant to without limitation, the Existing Facilities and the related documentation and Hedging Obligations; (2) Credit Agreement, this Indenture, the Notes and the Guarantees); (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (42) applicable law or any applicable law, rule, regulation or order; (53) any instrument governing Acquired Debt and any other agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which an acquired Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated of its Subsidiaries as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence effect at the time of acquisition (except to the extent such acquisition Indebtedness or at the time it merges, consolidates other agreement or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed instrument was incurred in connection with the acquisition of assets from such Person with, or at the time it is redesignated (but, in each case, not created in contemplation thereofof, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, so acquired or redesignatedany of its Subsidiaries; (4) Refinancing Indebtedness (as defined under Section 4.09 hereof); provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (5) agreements governing Indebtedness of the Company ranking pari passu with the Notes; provided that except as set forth in clause (15) below such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes; (6) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof; provided that the restrictions therein will not materially adversely impact the Company’s ability to make required principal or interest payments on the Notes (as determined by the Company in good faith); (7) customary non-assignment provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course of business; (8) any agreement for the sale or other disposition of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (9) provisions limiting the disposition or distribution of assets or property (including cash) in joint venture agreements, asset sale agreements, sale-leaseback agreements, for the stock sale or disposition of assets, agreements and other similar agreements (including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been agreements entered into for in connection with a Restricted Investment), and customary provisions in joint venture agreements and other similar agreements applicable to the sale Equity Interests or disposition of Capital Stock or assets Indebtedness of such Subsidiaryjoint venture, which limitation is applicable only to the assets that are the subject of such agreements; (710) Permitted Liens; (11) Secured Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 by this Indenture that limit limits the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) Purchase Money Indebtedness that imposes restrictions or conditions contained of the type described in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any clause (3) of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely Section 4.08(a) on the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiaryso acquired; (13) other Indebtedness, Disqualified Stock provisions in agreements or Preferred Stock permitted to be incurred subsequent to instruments which prohibit the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness making of dividends or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as other distributions other than on a whole than those contained in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiariespro rata basis; (14) provisions restrictions in agreements evidencing Permitted Funding Indebtedness Investments in Persons that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the NotesRestricted Subsidiaries; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (1614) of this Section 10.14above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Company’s good faith judgment of the Issuerjudgment, not materially more restrictive as a whole with respect to such encumbrance encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14; (16) Indebtedness or other agreements including, without limitation, agreements described in clause (A9) the priority above, of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or that is not a Guarantor that impose restrictions solely on such Restricted Subsidiary shall not be deemed a and its Subsidiaries; or (17) any restriction on cash or other deposits or net worth imposed by customers, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ability to make loans or advancesordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer Parent shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor of Parent to: (a) (x) pay dividends or make any other distributions to the Issuer Parent or any of its Restricted Subsidiaries that is a Guarantor with respect to on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or Stock; (yb) pay any Indebtedness owed to the Issuer Parent or any of its Restricted Subsidiaries that is a GuarantorSubsidiaries; (bc) make loans or advances to the Issuer Parent or any of its Restricted Subsidiaries that is a GuarantorSubsidiaries; or (cd) sell, lease or transfer Transfer any of its properties or assets to the Issuer Parent or any of its Restricted Subsidiaries that is a GuarantorSubsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason ofof any of the following: (1) contractual Existing Indebtedness, the Existing Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in effect such Existing Indebtedness or the Existing Credit Facility, as the case may be, on the Issue Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Note Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable law, rule, regulation or order; (54) any agreement or other instrument of a Person, or relating to governing Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer Parent or any of its Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated Subsidiaries, as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence effect at the time of acquisition (except to the extent such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed Indebtedness was incurred in connection with the acquisition of assets from such Person with, or at the time it is redesignated (but, in each case, not created in contemplation thereofof, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its SubsidiariesPerson, or the property or assets of the Person and its SubsidiariesPerson, 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 or redesignatedthat impose restrictions of the nature described in clause (d) above of this Section 4.13 on the assets so acquired; (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock all or substantially all of the Equity Interests or assets of a Restricted Subsidiary of Parent; provided that (a) such Subsidiarysale 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) Secured Liens securing Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 Section 4.11 that (y) limit the right of the debtor Parent or any of its Restricted Subsidiaries to Transfer or dispose of the assets securing subject to such IndebtednessLien 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 or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liensbusiness; (9) other Permitted Refinancing Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not Guarantors that is permitted to be incurred materially more restrictive, taken as a whole, than those contained in either (i) the agreements governing the Indebtedness being refinanced or issued subsequent to (ii) the Existing Credit Facility as in effect on the Issue Date pursuant to Section 10.11Date; (10) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivable Entity or the receivables which are subject to the Qualified Receivables Transaction; (11) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions; (12) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15; (13) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary of Parent; (14) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture agreements contained in any joint venture agreement which restriction is limited to the assets or arrangements and other similar agreements or arrangements relating to property of such joint venture; (1115) customary provisions restrictions in effect on the Issue Date that are contained in leases, subleases, licenses, sublicenses charter documents or similar agreements, including with respect shareholder agreements relating to intellectual property any Restricted Subsidiary of Parent and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practiceamendments thereof; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either amendments are not materially more restrictive restrictive, taken as a whole whole, with respect to such restrictions than those contained in the Notes such document or agreement as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith;Date; and (16) restrictions that are Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or were created by virtue (18) of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), subsection (b) of Section 4.09 and (cz) of this the Issuer or any Guarantor incurred pursuant to Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.144.09; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment case of the Issuer, not materially more restrictive clause (z) above with respect to any Guarantor, such encumbrance and other restrictions taken or restriction may exist only for so long as a whole than those prior such Guarantor continues to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) Guarantee the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesNotes.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall Guarantor may not, and shall may not permit any of its Restricted Subsidiaries that are not Guarantors Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a of the Guarantor to: (ai) (x) to pay dividends (in cash or otherwise) or make any other distributions to the Issuer or any in respect of its Restricted Subsidiaries that is a Guarantor with respect to its Capital Stock owned by the Guarantor or with respect to any other interest Restricted Subsidiary of the Guarantor or participation in, or measured by, its profits, or (y) pay any Indebtedness Debt or other obligation owed to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a Guarantor; Subsidiary; (bii) to make loans or advances to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary; or or (ciii) sell, lease or to transfer any of its properties property or assets to the Issuer Guarantor or any of its other Restricted Subsidiaries that is a GuarantorSubsidiary. Notwithstanding the foregoing, except the Guarantor may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction (in each casea) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions pursuant to any agreement in effect on the Issue Date, including date hereof; (b) pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any an agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiarieswas not Incurred in anticipation of such Person being acquired; (c) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above; provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (d) in the case of clause (iii) in the above paragraph, contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Guarantor or a Restricted Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or assets subject to such security agreement; (e) in the case of clause (iii) in the Person above paragraph, with respect to customary nonassignment provisions entered into in the ordinary course of business in leases and its Subsidiaries, so acquired or redesignated; other agreements; (6f) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Restricted Subsidiary of the Issuer Guarantor imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; , provided that (7x) Secured Indebtedness the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, (y) such restriction terminates if such transaction is not consummated and related Liens (z) the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law or required by any regulatory authority having jurisdiction over the Guarantor or any Subsidiary; (h) pursuant to this Indenture and the Securities or the Non-Discount Securities Indenture and the Non-Discount Securities; (i) constituting a Lien otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; 10.15; and (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13j) other Indebtedness, Disqualified Stock encumbrances or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either that are not materially more restrictive taken as a whole than those contained customary provisions in comparable financings provided that each of the Issuer and the Guarantor provides an Officer's Certificate to the Trustee to the effect that in the Notes as in effect on opinion of the Issue Date signers of such certificate such encumbrances or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect impact the ability of Issuers' and the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Guarantors' ability to make distributions on Capital Stock scheduled payments of interest and (B) principal under the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: (a) (x) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor with respect to on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor, except (in each case) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issue Completion Date, including pursuant to the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or redesignated; (6) contracts, including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in connection with any Permitted Liens; (9) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Completion Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Completion Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained in the Notes as in effect on the Issue Completion Date or generally represent market terms at the time of incurrence or issuance and are imposed solely on such Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall Guarantor will not, and shall will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to: to (a) (xi)(a) pay dividends or make any other distributions to the Issuer Guarantor or any of its Restricted Subsidiaries that is a Guarantor with respect to (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (yb) pay any Indebtedness owed to the Issuer Guarantor or any of its Restricted Subsidiaries that is a Guarantor; Subsidiaries, (bii) make loans or advances to the Issuer Guarantor or any of its Restricted Subsidiaries that is a Guarantor; or or (ciii) sell, lease or transfer any of its properties or assets to the Issuer Guarantor or any of its Restricted Subsidiaries that is a GuarantorSubsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of: of (1a) contractual encumbrances or restrictions Existing Indebtedness as in effect on the Issue Date, including pursuant to date of the Existing Facilities and the related documentation and Hedging Obligations; (2) this Indenture, (b) the Notes and the Guarantees; (3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause Indenture, (c) above on the property so acquired; (4) applicable law or any applicable rulestate insurance regulations, regulation or order; (5d) any agreement or other instrument of a Person, or relating to governing Indebtedness or Capital Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Issuer Guarantor or any of its Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that is redesignated Subsidiaries as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with any such acquisition, merger, consolidation, amalgamation or redesignation, in existence effect at the time of such acquisition or at (except to the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereofof such acquisition or in violation of the covenant described in Section 3.09), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and (including its Subsidiaries), or the property or assets of the Person and (including its Subsidiaries), so acquired or redesignated; (6) contractsacquired, including sale-leaseback agreements, for provided that the sale or disposition Consolidated EBITDA of assets, including customary restrictions with respect to a Subsidiary such Person is not taken into account in determining whether such acquisition was permitted by the terms of the Issuer pursuant Indenture except to an agreement the extent that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (7) Secured Indebtedness and related Liens otherwise Consolidated EBITDA would be permitted to be incurred pursuant dividended to Sections 10.11 and 10.12 that the Company or the Guarantor by such Person or by a Restricted Subsidiary which is the parent of such Person without the prior consent or approval of any third party, (e) any operating lease or capital lease, insofar as the provisions thereof limit the right grants of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash a security interest in, or other deposits or net worth imposed by customers or assignments of, the related leasehold interest to any other counterparties under contracts entered into Person, (f) purchase money obligations for property acquired in the ordinary course of business or consistent with past practice or that impose restrictions of the nature described in clause (iii) above on cash or other deposits permitted under Section 10.12 or arising in connection with any the property so acquired, (g) Permitted Liens; (9) other Refinancing Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries provided that are not Guarantors that is permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 10.11; (10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture; (11) customary provisions restrictions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property and other agreements; (12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that agreements governing such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that Permitted Refinancing Indebtedness are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11; provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially no more restrictive taken as a whole than those contained in the Notes agreements governing the Indebtedness being refinanced, or (h) the Company Credit Agreement and related documentation as the same is in effect on the date of the Indenture and as amended or replaced from time to time, provided that no such amendment or replacement is more restrictive as to the matters enumerated above than the Company Credit Agreement and related documentation as in effect on the Issue Date date of the Indenture. Nothing contained in this paragraph shall prevent the Guarantor or generally represent market terms at the time of incurrence or issuance and are imposed solely on such any Restricted Subsidiary and its Subsidiaries; (14) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability of the Issuer to pay the principal, interest and premium, if any, on the Notes; (15) the requirement of from entering into 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 Issuer formed in connection therewith; (16) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, resulting in the good faith judgment incurrence of Liens otherwise permitted under the Issuer, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes provisions of determining compliance with this Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances311.