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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i) pay dividends or make any other distributions on or in respect of its Capital Stock; (ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license or other contract; (iv) any agreement or other instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) or (vi) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehicle.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (a) on its Capital StockStock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (iii) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or (iiiiv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to Subsidiaries; except for such encumbrances or restrictions existing under or by reason of: of (ia) the agreements evidencing the Senior Indebtedness and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that they are not materially more restrictive than the similar restrictions contained in those agreements on the date of this Indenture, (b) this Indenture and the Notes, (c) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license or other contract; (ivd) any agreement or other instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person Person, so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vie) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and customary nonassignment provisions in leases entered into in the manner such agreements are in effect on the Issue Date; ordinary course of business and consistent with past practices, (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viiif) Purchase Money Indebtedness Obligations for property acquired in the ordinary course of business that imposes encumbrances or impose restrictions of the nature described in Section 4.13(a)(iii); clause (ixiv) customary above on the property so acquired; or (g) Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; provisions set forth in clauses (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securitiesi), assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iii) and (iv)) above than those contained in the agreements governing the Indebtedness being refinanced, (vh) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or (vii) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance restrictions on cash or restriction contained in any such Indebtedness are not, other deposits or net worth imposed by customers or suppliers under contracts entered into in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board ordinary course of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclebusiness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to, or to pay any Indebtedness or other obligation owed to investment in, the Company Borrower or any other Restricted Subsidiary of the Company; or Subsidiary, or (iiid) sell, lease or transfer any of its property properties or assets to the Company Borrower or any other Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to Subsidiary, except for such encumbrances or restrictions existing under or by reason of: of (i) applicable lawthis Agreement, rulethe Senior Debt Documents and the Security Documents, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license restrictions existing under or other contract; (iv) any agreement or other instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired contemplated by the Company or a Restricted Subsidiary of the Company agreements in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing effect on the Issue Date (includingincluding the Fleet Notes), without limitation, the Credit Agreement(iii) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock Borrower that is not a Restricted Subsidiary of the Borrower on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of such Borrower (but not created in contemplation of such Person becoming a Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv)) applicable law or any applicable rule, regulation or order, (v) or customary restrictions arising from Liens permitted under Section 6.3 to the extent related to the assets subject to such Liens, (vi) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance restrictions on cash or restriction contained in any such Indebtedness are not, other deposits imposed by customers under contracts entered into in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board ordinary course of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclebusiness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (iiic) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company. (b) Section 4.13(a) shall not apply to , except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any leasecontract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, license or other contract; (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) any agreement or other instrument governing Acquired Indebtednessof a Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any the Person, other than so acquired, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the Person transfer of all or substantially all of the property or assets of the Person so acquiredobligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock or assets of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to Subsidiary pending the securities, assets and revenues closing of such joint venture sale or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii)disposition, (iv), (vvii) or (vi) of this Section 4.13(b); provided, however, that the provisions relating to such any encumbrance or restriction contained arising or agreed to in any such Indebtedness are the ordinary course of business and that does not, individually or in the aggregate, materially less favorable, taken as a whole, detract from the value of the property or assets of the Company or any Subsidiary in any manner material to the Company as determined or such Subsidiary and (viii) encumbrances and restrictions under agreements in effect on the Issue Date, including the Bank Credit Agreement, and encumbrances and restrictions in permitted refinancings or replacements of Indebtedness evidenced by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such this clause (ii), (iv), (vviii) which are no less favorable to the Holders than those contained in the Indebtedness so refinanced or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclereplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (a) on its Capital StockStock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (iii) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or (iiiiv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to Subsidiaries; except for such encumbrances or restrictions existing under or by reason of: of (ia) the Senior Indebtedness and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that they are no more restrictive in any material respect than the restrictions contained in those agreements on the date of this Indenture, (b) this Indenture and the Notes, (c) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license or other contract; (ivd) any agreement or other instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person Person, so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vie) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and customary nonassignment provisions in leases entered into in the manner such agreements are in effect on the Issue Date; ordinary course of business and consistent with past practices, (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viiif) Purchase Money Indebtedness Obligations for property acquired in the ordinary course of business that imposes encumbrances or impose restrictions of the nature described in Section 4.13(a)(iii); clause (ixiv) customary above on the property so acquired; or (g) Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; provisions set forth in clauses (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securitiesi), assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iii) and (iv)) above than those contained in the agreements governing the Indebtedness being refinanced, (vh) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or (vii) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance restrictions on cash or restriction contained in any such Indebtedness are not, other deposits or net worth imposed by customers or suppliers under contracts entered into in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board ordinary course of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclebusiness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (a) on its Capital StockStock or (b) with respect to any other interest or participation in, or measured by, its profits; (ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (iii) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or (iiiiv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to Subsidiaries; except for such encumbrances or restrictions existing under or by reason of: of (ia) the Senior Indebtedness [as in effect on the date of this Indenture], (b) this Indenture, the Notes and the Collateral Documents, (c) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license or other contract; (ivd) any agreement or other instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person Person, so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vie) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and customary nonassignment provisions in leases entered into in the manner such agreements are in effect on the Issue Date; ordinary course of business and consistent with past practices, (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viiif) Purchase Money Indebtedness Obligations for property acquired in the ordinary course of business that imposes encumbrances or impose restrictions of the nature described in Section 4.13(a)(iii); clause (ixiv) customary above on the property so acquired, or (g) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; provisions set forth in clauses (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securitiesi), assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iii) and (iv), (v) or (vi) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance or restriction above than those contained in any such the agreements governing the Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclebeing refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (i) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary of the Company on or in respect of its Capital Stock; (ii) make loans Stock or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (ii) make loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to , except for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of: of (ia) the Senior Credit Facilities, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license or other contract; (ivc) any agreement or other instrument governing Indebtedness or Capital Stock of an Acquired Indebtedness, which encumbrance Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the properties property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the Person so acquired; execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (vg) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to any PersonHedging Obligations, (j) other Indebtedness, Disqualified Stock or the properties Preferred Stock of Foreign Subsidiaries permitted to be incurred or assets of any Person, other than the Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on issued subsequent to the Issue Date (including, without limitation, the Credit Agreement) pursuant to the extent and in the manner such agreements are in effect Section 4.07 that impose restrictions solely on the Issue Date; Foreign Subsidiaries party thereto or their Subsidiaries, (viik) secured any encumbrance or restriction arising pursuant to an agreement or instrument, which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness otherwise is permitted to be incurred pursuant to Section 4.07 if the provisions of Sections 4.12 encumbrances and 4.18 of this Indenture that limit restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the right of Holders than the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired encumbrances and restrictions contained in the ordinary course Senior Credit Facilities existing on the Issue Date, together with the security documents associated therewith as in effect on the Issue Date or (ii) either (a) the Company determines at the time of business entry into such agreement or instrument that imposes such encumbrances or restrictions of will not adversely affect, in any material respect, the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect Company’s ability to a Restricted Subsidiary pursuant to an agreement that has been entered into for make principal or interest payments on the sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) Notes or (vib) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance or restriction contained applies only during the continuance of a default relating to such agreement or instrument, (l) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any such Indebtedness are notQualified Securitization Financing or Receivables Facility that, in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board of Directors good faith determination of the Company Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (n) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in its reasonable and good faith judgment the agreements governing such Refinancing Indebtedness are not materially more restrictive in the aggregate than those contained in the provisions relating agreements governing the Indebtedness being refinanced immediately prior to such encumbrance or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclerefinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ia) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; (ii) make loans or advances or to pay any Indebtedness or other obligation owed Stock to the Company or any other Restricted Subsidiary of the Company; or , (iiib) pay any Indebtedness owed to the Company or a Subsidiary of the Company, (c) make any Investment in the Company or any Subsidiary of the Company or (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company. (b) Section 4.13(a) shall not apply to encumbrances or restrictions existing under or by reason of: , except (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any lease, license or other contract; (iv) any agreement or other instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable restriction, with respect to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company that is not a Subsidiary of the Company on the date of this Indenture, in existence at the time such person becomes a Subsidiary of such acquisitionthe Company and not incurred in connection with, but not created or in contemplation thereofof, such person becoming a Subsidiary of the Company; (ii) customary provisions restricting subletting or assignment of any lease or assignment of any other contract to which encumbrance the Company or restriction any Subsidiary of the Company is not applicable a party or to which any Person, or the of their respective properties or assets of are subject; (iii) any Person, other than the Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) or (vi) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, contracts for sales of assets permitted by Section 4.14 with respect to the Company as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating assets to be sold pursuant to such contract; and (iv) any encumbrance or restriction contained existing under any agreement that extends, renews or replaces the agreements containing the encumbrances or restrictions in agreements referred to in such the foregoing clause (iii), (iv)provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement so extended, (v) renewed or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclereplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (iiic) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company. (b) Section 4.13(a) shall not apply to , except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any leasecontract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, license or other contract; (iii) customary restrictions on transfers of property subject to a Lien permitted under the Indenture, (iv) any agreement or other instrument governing Acquired Indebtednessof a Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any the Person, other than so acquired, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the Person transfer of all or substantially all of the property or assets of the Person so acquiredobligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock or assets of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to Subsidiary pending the securities, assets and revenues closing of such joint venture sale or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii)disposition, (iv), (vvii) or (vi) of this Section 4.13(b); provided, however, that the provisions relating to such any encumbrance or restriction contained arising or agreed to in any such Indebtedness are the ordinary course of business and that does not, individually or in the aggregate, materially less favorable, taken as a whole, detract from the value of the property or assets of the Company or any Subsidiary in any manner material to the Company as determined or such Subsidiary and (viii) encumbrances and restrictions under agreements in effect on the Issue Date, including the Bank Credit Agreement, and encumbrances and restrictions in permitted refinancings or replacements of Indebtedness evidenced by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such this clause (ii), (iv), (vviii) which are no less favorable to the Holders than those contained in the Indebtedness so refinanced or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclereplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (iiic) make loans or advances to, or any Investment in, the Company or any other Subsidiary of the Company, (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company. (b) Section 4.13(a) shall not apply to , except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any leasecontract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, license or other contract; (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) any agreement or other instrument governing Acquired Indebtednessof a person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person person, or the properties or assets of the Person person, so acquired; , (v) any agreement provisions contained in agreements or other instrument of a Person acquired by instruments relating to Indebtedness which prohibit the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securitiesinstrument, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) or (vi) of this Section 4.13(b); provided, however, that the provisions relating to any such encumbrance or restriction contained existing on the Issue Date in this Indenture or any other agreements in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such Indebtedness extensions, refinancings, renewals or replacements are notno less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; and (vii) contained in the aggregate, terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially less favorable, taken as a whole, more disadvantageous to the Company Holders than is customary in comparable financing (as determined by the Board of Directors of Company) and the Company in its reasonable and good faith judgment than the provisions relating to determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in agreements referred this Section 4.15 shall prevent the Company or any Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in such clause (ii), (iv), (v) Section 4.11 or (vi); and (xii2) Standard Securitization Undertakings relating to a Receivables Subsidiary restricting the sale or Special Purpose Vehicleother disposition of property or assets of the Company or any of its Subsidiaries that secure Indebtedness of the Company or any of its Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (iiic) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company. (b) Section 4.13(a) shall not apply to , except for such encumbrances or restrictions existing under or by reason of: of (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any leasecontract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, license or other contract; (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (iv) any agreement or other instrument governing Acquired Indebtednessof a person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person person, or the properties or assets of the Person person, so acquired; , (v) any agreement provisions contained in agreements or other instrument of a Person acquired by instruments relating to Indebtedness which prohibit the Company or a Restricted Subsidiary of the Company in existence at the time of such acquisition, but not created in contemplation thereof, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that imposes encumbrances or restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements instrument and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) or (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance or restriction Securities than those contained in any such the Senior Indebtedness are not, in the aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance Guarantor Senior Indebtedness so refinanced or restriction contained in agreements referred to in such clause (ii), (iv), (v) or (vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehiclereplaced.