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

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or otherwise to transfer assets or property to, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, in each case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (d) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries under the Revolver Agreement (including any Indebtedness issued to refinance, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect as of the Issue Date, (e) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, (f) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables in the ordinary course of business consistent with past practice and (h) any Lien permitted by the provisions of Section 4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, will not and shall will not permit any of its Subsidiaries to, to directly or indirectlyindirectly create or otherwise cause, createincur, assume assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of the Company (a) to pay dividends or to make any other distributions to distribution on any shares of capital stock of (or on behalf of, other ownership or otherwise to transfer assets or property to, or make or pay loans or advances to or on behalf of, the Company or any profit interest in) such Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired owned by the Company or any of its Subsidiaries, which restrictions, in each case, existed at the time of acquisition, were not put in place in connection with (b) to pay or in anticipation of such acquisition and are not applicable prepay or to subordinate any Person, other than Indebtedness owed to the Person acquiredCompany or any of its Subsidiaries, (c) to make loans or advances to the Company or any property, asset of its Subsidiaries or business, other than the property, assets and business so acquired, (d) to transfer any such restriction of its property or requirement imposed by Indebtedness of assets to the Company or any of its Subsidiaries; PROVIDED, HOWEVER, that nothing in any of clauses (a) through (d) of this Section 9.8 shall prohibit or restrict: (i) this Agreement and its Subsidiaries under the Revolver other Note Documents; (ii) any agreements in effect on the date of this Agreement and described on Schedule 9.8 attached hereto; (including iii) any Indebtedness issued to refinanceapplicable law, refund rule or replace such Indebtedness regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in whole or in part, including any extended maturity or increase certain circumstances); (iv) in the amount thereof)case of clause (d) of this Section 9.8, any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (v) in the case of clause (d) of this Section 9.8, any holder of a Lien otherwise permitted to exist under clause (v) or (vi) of Section 9.2 (a) from restricting on customary terms the transfer of any property or assets subject thereto; provided that such restriction or requirement is no more restrictive than that imposed by and (vi) any agreement evidencing Indebtedness outstanding on the Revolver Agreement in effect as of the Issue Date, (e) restrictions with respect solely to date a Person first becomes a Subsidiary of the Company imposed pursuant to a binding Company; PROVIDED that such agreement which has been entered into for the sale or disposition of all or substantially all was not created in contemplation of the Capital Stock or assets acquisition of such Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, (f) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables in the ordinary course of business consistent with past practice and (h) any Lien permitted by the provisions of Section 4.13 hereofCompany.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Subsidiary Guarantors shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this IndentureIndenture or by other indebtedness of the Company (which may also be guaranteed by the Subsidiary Guarantors) ranking pari passu with the Securities or the Guarantees, as applicable, provided such restrictions are not materially more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement (including any Indebtedness issued to refinancein accordance with this Indenture, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no not materially more restrictive than that imposed by the Revolver Agreement in effect CIT Credit Facility as of the Issue Date, (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, (fg) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.11, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c), (d), (e) or (g) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables in the ordinary course of business consistent with past practice and (h) any Lien permitted by the provisions of Section 4.13 hereof.4.12

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company shall not, and shall not permit nor any of its Subsidiaries shall permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under paragraph (f) under the Revolver Agreement (including any Indebtedness issued to refinancedefinition of Permitted Indebtedness, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect Credit Facility as of the Issue Date, (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, and (fg) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, or other xxxx- dard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (c) Liens permitted under the terms hereof on assets securing Senior Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a1) restrictions imposed by the Securities Notes, the Guarantees, this Indenture or this Indenture, the Collateral Agreements; (b2) restrictions imposed by applicable law, ; (c3) existing restrictions under specified Indebtedness outstanding on the Issue Date or Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (d5) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Agreement (including any Indebtedness issued Credit Facility pursuant to refinanceSection 4.11; provided, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more 57 restrictive than that imposed by the Revolver Agreement in effect Credit Facility as of the Issue Date, ; (e6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; provided provided, that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, ; and (f7) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3) or (4) or this clause (c7) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, encumbrances or restrictions (ga) that restrict in a customary manner the subletting, assignment or transfer of any such restriction property or requirement imposed by non-recourse asset that is the subject of any lease, license or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables similar contract entered into in the ordinary course of business consistent business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business, (b) by virtue of any transfer of, agreement to transfer, option or right with past practice and respect to, or Lien on, any property or assets of the Company or any Subsidiary not otherwise prohibited by this Indenture in respect of the assets subject thereto, or (hc) any Lien permitted by contained in security agreements or mortgages securing Indebtedness to the provisions extent such encumbrances or restrictions restrict the transfer of Section 4.13 hereofthe property subject to such security agreements or mortgages, may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any Primary Obligor, any of its Subsidiaries other Subsidiaries, any Mid-Tier Company (in each case, whether in existence as of the date of initial issuance of the Notes or thereafter formed or acquired), or any Existing S Co. to, directly or indirectly, create, assume or otherwise cause or suffer to exist or to become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to such Person to: (i) pay any dividends or make any other distributions distribution on its Stock or other Equity Interests to Borrower, any of its Subsidiaries or any Secondary Obligor; (ii) make payments on behalf of, or otherwise in respect to transfer assets any Indebtedness owed to Borrower or property to, any other Subsidiary of Borrower or any Secondary Obligor; or (iii) make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company Borrower or any of its Subsidiaries, which restrictionsSubsidiaries or to guarantee Indebtedness of Borrower or any other Subsidiary of Borrower; other than, in each case, existed at the time case of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired(i), (dii) any such restriction or requirement imposed and (iii), (1) Permitted Restrictions on payment of dividends by Indebtedness of the Company and its Subsidiaries FC Holdings existing under the Revolver Agreement agreements listed on Schedule 8.19 ; (including any Indebtedness issued to refinance, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect as of the Issue Date, (e2) restrictions with respect solely to a Subsidiary of the Company or Secondary Obligor imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets (which term may include the capital stock) of such Subsidiary; Subsidiary or Secondary Obligor provided that such restrictions apply solely terminate upon the closing of such sale or disposition or termination of such agreement ; (3) to the Capital Stock or assets extent the same result in restrictions of non-cash in-kind distributions of such Subsidiary assets, restrictions on the transfer by any Secondary Obligor of non-cash assets which are being sold, subject to Permitted Liens; (f4) in connection with and pursuant to permitted Refinancings, replacements restrictions existing under any agreement which refinances or replaces any of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the agreements containing the restrictions in clauses (1) or (5), provided that the terms and conditions of any such restrictions are not materially less favorable to the Lenders or materially more burdensome to the applicable Person bound thereby than those under the agreement evidencing or relating to the Indebtedness so refinanced, ; (g5) any Permitted Restrictions on payment of dividends by an Existing S Co. under a loan agreement listed on Schedule 10.19 to which such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or Existing S Co. is incurred solely in connection with the securitization of Customer Receivables a party; (6) in the ordinary course case of business consistent with past practice and (h) any Lien PFAL Portfolio Entity, restrictions thereon on the payment of dividends permitted by the provisions Portfolio Acquisition Loan Agreement-Existing; (7) Permitted Restrictions on the payment of Section 4.13 hereofdividends by a Portfolio Entity Post- AE other than a PFAL Portfolio Entity under credit agreements under which such Portfolio Entity Post-AE is a borrower; and (8) restrictions under this Agreement.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a1) restrictions imposed by the Securities Notes or this IndentureIndenture or by the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking senior to the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive than those imposed by this Indenture and the Notes; (b2) restrictions imposed by applicable law, ; (c3) existing restrictions under specified Indebtedness outstanding on the Issue Date or Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (d5) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement pursuant to clause (including any Indebtedness issued to refinanceb) of Section 4.11; provided, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Credit Agreement in effect as of the Issue Date, ; (e6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; provided provided, that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, ; and (f7) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3) or (4) or this clause (c7) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables in the ordinary course of business consistent with past practice and (h) any Lien permitted by the provisions of Section 4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company shall not, and shall not permit nor any of its Subsidiaries shall permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under paragraph (f) under the Revolver Agreement (including any Indebtedness issued to refinancedefinition of Permitted Indebtedness, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect Credit Facility as of the Issue Date, (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, and (fg) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (c) Liens permitted under the terms hereof on assets securing Senior Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company nor any of its Wholly Owned Subsidiaries shall not, and shall not permit any of its their Subsidiaries that are Wholly Owned Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any such Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Wholly Owned Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under paragraph (f) under the Revolver Agreement (including any Indebtedness issued to refinancedefinition of Permitted Indebtedness, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect Credit Facility as of the Issue Date, (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, and (fg) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (c) Liens permitted under the terms hereof on assets securing Senior Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company shall not, and shall not permit nor any of its Subsidiaries to, directly or indirectly, shall permit any of their Subsidiaries to create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this the Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under paragraph (f) under the Revolver Agreement (including any Indebtedness issued to refinancedefinition of Permitted Indebtedness, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect Credit Facility or other then-existing credit facilities of the Company as of the Issue Date, (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, and (fg) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (c) Liens permitted under the terms hereof on assets securing Senior Debt incurred pursuant to the Leverage Ratio in Section 5.11 or permitted pursuant to the definition of Permitted Indebtedness, shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except except: (a) restrictions imposed by the Securities Debentures or this IndentureIndenture or by other Indebtedness of the Company ranking pari passu with the Debentures, provided such restrictions are not materially more restrictive than those imposed by this Indenture and the Debentures, (b) restrictions imposed by applicable law, , (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition101 Acquisition, were not put in place in connection with or in anticipation of such acquisition Acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement (including any Indebtedness issued to refinancein accordance with this Indenture, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no not materially more restrictive than that imposed by the Revolver Agreement in effect Revolving Credit Facility as of the Issue Date, , (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, (g) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (a) of Section 1008, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, and (fh) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c), (d), (e), or (g) of this paragraph section that are not materially more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, nor (b) Liens permitted under the terms of this Indenture shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, assume incur or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company (i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwise to transfer assets or property toto or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a) restrictions imposed by the Securities Notes or this IndentureIndenture or by the Company’s Senior Debt or other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by this Indenture and the Notes; (b) restrictions imposed by applicable law, ; (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Existing Indebtedness; (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement (including any Indebtedness issued incurred pursuant to refinanceSection 4.11; provided, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive in any material respect than that imposed by the Revolver Credit Agreement in effect as of the Issue Date, ; (ef) restrictions with respect solely to a Subsidiary any of the Company Company’s Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; provided provided, that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold; (g) restrictions on transfer contained in Purchase Money Indebtedness not incurred in violation of this Indenture; provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; and (fh) in connection with and pursuant to permitted Refinancingsrefinancings, replacements the replacement of restrictions imposed pursuant to clauses (a), (c), (d) or (g) or this clause (ch) of this paragraph Section 4.12 that are not more restrictive in any material respect than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, (gi) there may exist customary provisions restricting subletting or assignment of any such restriction lease or requirement imposed by non-recourse restricting disposition or limited-recourse Indebtedness distribution of "special purpose" Subsidiary of the Company which was assets or is incurred solely property in connection with the securitization of Customer Receivables joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, in each case entered into in the ordinary course of business business, consistent with past industry practice and (hii) any asset subject to a Lien permitted by which is not prohibited to exist with respect to such asset pursuant to the provisions terms of Section 4.13 hereofthis Indenture may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume create or suffer permit to exist 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 on its Capital Stock to the Parent or on behalf ofany Restricted Subsidiary, or otherwise with respect to transfer assets any other interest or property toparticipation in, or make measured by, its profits, or pay any Indebtedness owed to the Parent or any Restricted Subsidiary; (ii) make loans or advances to or on behalf of, the Company Parent or any Subsidiary Restricted Subsidiary; or (iii) sell, lease or transfer any of its properties or assets to the Company, except (a) restrictions imposed by the Securities Parent or this Indenture, any Restricted Subsidiary. (b) However, Section 7.17(a) shall not apply to customary encumbrances or restrictions imposed existing under or by reason of: (i) agreements governing Existing Indebtedness; (ii) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Agreement; (iii) the Loan Documents and the Collateral Agreements; (iv) applicable law, rule, regulation or order; (cv) existing restrictions under specified any instrument governing Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company Parent or any of its Subsidiaries, which restrictions, Restricted Subsidiary as in each case, existed effect at the time of acquisition, were not put in place such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in anticipation contemplation of such acquisition and are acquisition), which encumbrance or restriction is not applicable to any Person, other than to or the Person acquired, properties or to assets of any property, asset or businessPerson, other than the propertyPerson, or the property or assets and business of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be Incurred; (dvi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations, in each case that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 7.17(a)(iii); (viii) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries under the Revolver Agreement (including any Indebtedness issued to refinance, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect as of the Issue Date, (e) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or other disposition of the Capital Stock or all or substantially all of the Capital Stock or assets of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (ix) Liens permitted to be Incurred under Section 7.13 that limit the right of the debtor to dispose of the assets subject to such Subsidiary; provided that such restrictions apply solely Liens; (x) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the Capital Stock or assets that are the subject of such Subsidiary which are being sold, agreements; (fxi) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any on cash or other Person deposits or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement net worth imposed by non-recourse customers or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was suppliers or is incurred solely required by insurance, surety or bonding companies, in connection with the securitization of Customer Receivables each case, under contracts entered into in the ordinary course of business consistent with past practice business; (xii) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (5) and (h7) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent, 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; (xiii) any Lien encumbrance or restriction contained in the terms of any Indebtedness that is permitted to be Incurred subsequent to the Restructuring Effective Date pursuant to Section 7.16 or any agreement pursuant to which such Indebtedness was issued; provided that, at the time such Indebtedness is Incurred, (1) such encumbrance or restriction is customary for financings of the same type and (2) such restrictions do not impair the Borrowers' ability to make scheduled payments of interest and principal on the Loans when due or the Guarantors' ability to make payment under its Guarantee Agreement, as determined in good faith by a Financial Officer of the provisions Parent; and (xiv) encumbrances or restrictions of the nature described in Section 4.13 hereof7.17(a)(iii) with respect to property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except except: (a) restrictions imposed by the Securities Debentures or this IndentureIndenture or by other Indebtedness of the Company ranking pari passu with the Debentures, provided such restrictions are not materially more restrictive than those imposed by this Indenture and the Debentures, (b) restrictions imposed by applicable law, , (c) existing restrictions under specified Indebtedness outstanding on the Issue Date or Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisitionAcquisition, were not put in place in connection with or in anticipation of such acquisition Acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement (including any Indebtedness issued to refinancein accordance with this Indenture, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no not materially more restrictive than that imposed by the Revolver Agreement in effect Revolving Credit Facility as of the Issue Date, , (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, (g) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (a) of Section 1008, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, and (fh) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c), (d), (e), or (g) of this paragraph section that are not materially more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, nor (b) Liens permitted under the terms of this Indenture shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or otherwise to transfer assets or property to, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date 57 66 or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, in each case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (d) any such restriction or requirement imposed by Indebtedness incurred under paragraph (c) of the Company and its Subsidiaries under the Revolver Agreement (including any Indebtedness issued to refinanceSection 4.11 hereof, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Credit Agreement in effect as of the Issue Date, (e) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, (f) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past industry practice and (h) any Lien permitted by the provisions of Section 4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create or permit to become effective any consensual encumbrance or restriction on the ability of any of such Subsidiaries to: (i) pay dividends or make any other distributions on its Capital Stock to the Borrower or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries; (ii) make loans or advances to the Borrower or any of its Subsidiaries; (iii) sell, lease or transfer any of its properties or assets to the Borrower or any of its Subsidiaries; or (iv) create, incur, assume or suffer to exist any consensual restriction on Lien upon any of its properties or revenues, whether now owned or hereafter acquired, to secure the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or otherwise to transfer assets or property to, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture, Loan Document Obligations. (b) However, Section 7.17(a) will not apply to encumbrances or restrictions imposed existing under or by reason of: (i) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Agreement; (ii) the Loan Documents, the Collateral Agreements and the other Pari Passu Documents; (iii) applicable law, rule, regulation or order; (civ) existing restrictions under specified any instrument governing Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company Borrower or any of its Subsidiaries, which restrictions, Subsidiaries as in each case, existed effect at the time of acquisition, were not put in place such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in anticipation contemplation of such acquisition and are acquisition), which encumbrance or restriction is not applicable to any Person, other than to or the Person acquired, properties or to assets of any property, asset or businessPerson, other than the propertyPerson, or the property or assets and business of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be Incurred; (dv) any such restriction customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (vi) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the transfer or requirement imposed by Indebtedness sale of the Company and its Subsidiaries under property purchased or mortgaged or leased, which limitation is applicable only to the Revolver Agreement assets that are the subject of such agreements; (including vii) without duplication of subclause (ix) below, any Indebtedness issued to refinance, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Agreement in effect as of the Issue Date, (e) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or other disposition of the Capital Stock or all or substantially all of the Capital Stock or assets of any Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (viii) Liens permitted to be Incurred under Section 7.13 that limit the right of the debtor to dispose of the assets subject to such Subsidiary; provided that such restrictions apply solely Liens; (ix) without duplication of subclause (vii) above, provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the Capital Stock or assets that are the subject of such Subsidiary which are being sold, agreements; (fx) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any on cash or other Person deposits or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement net worth imposed by non-recourse customers or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was suppliers or is incurred solely required by insurance, surety or bonding companies, in connection with the securitization of Customer Receivables each case, under contracts entered into in the ordinary course of business consistent with past practice business; (xi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ii), (iv) and (hvi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, 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; (xii) any Lien encumbrance or restriction contained in the terms of any Indebtedness that is permitted to be Incurred subsequent to the Closing Date pursuant to Section 7.16 or any agreement pursuant to which such Indebtedness was issued; provided that, at the time such Indebtedness is Incurred, either (1) such encumbrance or restriction is customary for financings of the same type, and such restrictions would not reasonably be expected to materially impair the Borrowers' ability to make scheduled payments of interest and principal on the Loans when due as determined in good faith by a Financial Officer or (2) restrictions therein are not materially more restrictive, taken as a whole, than those contained in the provisions Loan Documents as in effect on the Closing Date, as determined in good faith by a Financial Officer; and (xiii) encumbrances or restrictions of the nature described in Section 4.13 hereof7.17(a)(iii) with respect to property under any Collateral Vessel Contract or any other charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of its their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any of the Subsidiary of the Company (w) to pay dividends or make other distributions to or on behalf of, or (x) to pay any obligation to or on behalf of, or (y) otherwise to transfer assets or property toto or on behalf of, or (z) to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except its Subsidiaries except: (a1) restrictions imposed by the Securities Notes or this IndentureIndenture or by the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking senior to the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive than those imposed by this Indenture and the Notes. (b2) restrictions imposed by applicable law, , (c3) existing restrictions under specified Indebtedness outstanding on the Issue Date or Existing Indebtedness, (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than to the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (d5) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement pursuant to clause (including any Indebtedness issued to refinancec) of Section 4.11; provided, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Credit Agreement in effect as of the Issue Date, , (e6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; provided provided, that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, (7) restrictions on transfer contained in Capital Expenditure Indebtedness incurred pursuant to clause (a) of Section 4.11; provided, that such restrictions relate only to the transfer of the property financed with the proceeds of such Capital Expenditure Indebtedness, and (f) 8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (1), (3), (4) or (7) or this clause (c) 8) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, and (g9) any solely with respect to Non-Guarantor Subsidiaries, restrictions under the organizational documents governing such restriction or requirement imposed by nonSubsidiary: (a) with respect to existing Non-recourse or limitedGuarantor Subsidiaries, existing on the Issue Date, and (b) with respect to Non-recourse Guarantor Subsidiaries created after the Issue Date: (i) prohibiting such Subsidiary from guaranteeing Indebtedness of "special purpose" Subsidiary of the Company which was or another Subsidiary, (ii) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Equity Interests of such Subsidiary, and (iii) with respect to clauses (y) and (z) above, limiting such transactions to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm's length transaction with an unrelated third party. Notwithstanding the foregoing, in the case of clause (y) above, encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is incurred solely in connection with the securitization of Customer Receivables subject to a lease, license or similar contract entered into in the ordinary course of business consistent business, or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business, (B) by virtue of any transfer of, agreement to transfer, option or right with past practice and respect to, or Lien on, any property or assets of the Company or any Subsidiary not otherwise prohibited by this Indenture in respect of the assets subject thereto or (hC) any Lien permitted by contained in security agreements or mortgages securing Indebtedness to the provisions extent such encumbrances or restrictions restrict the transfer of Section 4.13 hereofthe property subject to such security agreements or mortgages may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property toto or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities Notes or this IndentureIndenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes (and the guarantees, as applicable), provided such restrictions are no more restrictive than those imposed by this Indenture and the Notes, (b) restrictions imposed by applicable law, (c) existing restrictions under specified the Existing Indebtedness outstanding on the Issue Date or and Permitted Non-Recourse Vessel Indebtedness, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Agreement (including any Indebtedness issued to refinanceSection 4.11, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Revolver Credit Agreement in effect as of the Issue Date, (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that further such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, (fg) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.11, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person person or assets other than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt or Purchase Money Indebtedness incurred in accordance with Section 4.11 shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on behalf ofits Capital Stock or (2) with respect to any other interest or participation in, or otherwise to transfer assets or property tomeasured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Subsidiaries, (ii) make or pay loans or advances to or on behalf of, of the Company or any Subsidiary of its Subsidiaries or (iii) transfer any of its properties or assets to or on behalf of the CompanyCompany or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) restrictions imposed by Existing Indebtedness as in effect on the Securities or date of this Indenture, (b) restrictions imposed by this Indenture, (c) applicable law, (cd) existing restrictions under specified any instrument governing Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company or any of its Subsidiaries, which restrictions, Subsidiaries as in each case, existed effect at the time of acquisition, were not put in place such acquisition (except to the extent incurred in connection with or in anticipation contemplation of such acquisition and are or in violation of Section 4.11, which encumbrance or restriction is not applicable to any Person, other than to or the Person acquired, properties or to assets of any property, asset or businessPerson, other than the propertyPerson, or the property or assets and business of the Person, so acquired, (de) any such restriction or requirement imposed by Indebtedness customary non-assignment provisions in leases entered into in the ordinary course of business, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the Company and its Subsidiaries under nature described in clause (iii) above solely on the Revolver Agreement property so acquired, (including any Indebtedness issued to refinanceg) Permitted Refinancing Indebtedness, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase PROVIDED that the restrictions contained in the amount thereof); provided that agreements governing such restriction or requirement is Permitted Refinancing Indebtedness are no more restrictive than that imposed by the Revolver Agreement those contained in effect as of the Issue Date, (e) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, (f) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person assets or assets person than those that would have been was covered by the restrictions agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement, the U.K. Credit Agreements and future Foreign Company credit agreements, including related documentation as the same is in effect on the date of this Indenture and as amended or replaced from time to time, PROVIDED that no such future Foreign Company credit agreement and no such amendment or replacement is more restrictive as to the matters enumerated above than the Credit Agreement, the U.K. Credit Agreements (in the Indebtedness so refinanced, (gcase of amendments or replacements thereof) and related documentation as in effect on the date of this Indenture. Nothing contained in this Section 4.12 shall prevent the Company or any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was from creating, incurring, assuming or is incurred solely suffering to exist any Permitted Liens or entering into agreements in connection with therewith that impose restrictions on the securitization transfer or disposition of Customer Receivables in the ordinary course of business consistent with past practice and (h) any Lien permitted by the provisions of Section 4.13 hereofproperty or assets subject to such Permitted Liens.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Relevant Company shall not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, assume create or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Share Capital or with respect to any other interest or on behalf ofparticipation in, or otherwise measured by, its profits or reserves, to transfer assets the Relevant Company or property toany of the Relevant Company’s Restricted Subsidiaries, or pay any indebtedness owed to the Relevant Company or any of the Relevant Company’s Restricted Subsidiaries; (ii) make or pay loans or advances to or on behalf of, the Relevant Company or any Subsidiary of the Relevant Company, except ’s Restricted Subsidiaries; or (aiii) restrictions imposed by transfer any of its properties or assets to the Securities Relevant Company or this Indenture, any of the Relevant Company’s Restricted Subsidiaries. (b) However, the preceding restrictions imposed will not apply to encumbrances or restrictions existing under or by reason of: (i) the Senior Notes Indenture, existing Financial Indebtedness, the Security Documents, the Notes, the Subordinated Notes and the Senior Notes Indenture Security Documents; (ii) applicable law, ; (ciii) existing restrictions under specified any instrument governing Financial Indebtedness outstanding on the Issue Date or under any Acquired Indebtedness not incurred in violation Share Capital of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the a Relevant Company or any of its Subsidiaries, which restrictions, Restricted Subsidiaries as in each case, existed effect at the time of acquisition, were not put in place such acquisition (except to the extent such Financial Indebtedness was incurred in connection with or in anticipation contemplation of such acquisition and are acquisition), which encumbrance or restriction is not applicable to any Person, other than to or the Person acquired, properties or to assets of any property, asset or businessPerson, other than the propertyPerson, or the property or assets and business of the Person, so acquired, (d) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries under the Revolver Agreement (including any Indebtedness issued to refinanceprovided that, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that case of Financial Indebtedness, such restriction or requirement is no more restrictive than that imposed Financial Indebtedness was permitted by the Revolver terms of this Agreement to be incurred; (iv) customary non-assignment provisions in effect as of the Issue Date, (e) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been leases entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, (f) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this paragraph that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables in the ordinary course of business and consistent with past practice and then current industry practices; (hv) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the transfer or encumbrance of the property so acquired; (vi) any Lien agreement for sale or other disposition of a Restricted Subsidiary that restricts distributions or transfers or assets by such Restricted Subsidiary pending the consummation or such sale or other disposition; and (vii) Security Interests securing Financial Indebtedness otherwise permitted by to be incurred pursuant to Clause 19.9 (Limitation on Security Interests) that limit the provisions right of Section 4.13 hereofthe Relevant Company or any of its Restricted Subsidiaries to dispose of the assets subject to such encumbrance.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company (i) to pay pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Company or on behalf of, or otherwise any other Subsidiary of the Company; (ii) to transfer assets or property to, or make or pay loans or advances to the or on in behalf of, of Company or any Subsidiary of the Company; or (iii) to transfer any of its property or assets to or in behalf of the Company or any Subsidiary of the Company, except except: (a) restrictions imposed by the Securities Notes or this IndentureIndenture or by other indebtedness of the Company ranking pari passu with the Notes, provided such restrictions are not materially more restrictive than those imposed by this Indenture and the Notes, (b) restrictions imposed by applicable law, , (c) existing restrictions under specified Indebtedness outstanding on the Issue Date Date, including the Principal Subsidiary Notes, or under other indebtedness of a Subsidiary ranking pari passu with the Principal Subsidiary Notes or a guarantee thereof, provided such restrictions are not materially more restrictive than those imposed by the Principal Subsidiary Indenture and the Principal Subsidiary Notes, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions, restrictions in each case, case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Personperson, other than to the Person person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (de) any such restriction or requirement imposed by Indebtedness of the Company and its Subsidiaries incurred under the Revolver Credit Agreement (including any Indebtedness issued to refinancein accordance with this Indenture, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no not materially more restrictive than that imposed by the Revolver Agreement in effect CIT Credit Facility as of the Issue Date, , (ef) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary; , provided that such restrictions apply solely to the Capital Stock Equity Interests or assets of such Subsidiary which are being sold, (g) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (a) of Section 1008, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, and (fh) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause clauses (a), (c), (d), (e), or (g) of this paragraph section that are not materially more restrictive than those being replaced and do not apply to any other Person person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ga) customary provisions restricting subletting or assignment of any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the Company which was or is incurred solely in connection with the securitization of Customer Receivables lease entered into in the ordinary course of business business, consistent with past practice industry practice, nor (b) Liens permitted under the terms of this Indenture shall in and (h) any Lien permitted by of themselves be considered a restriction on the provisions ability of Section 4.13 hereofthe applicable Subsidiary to transfer such agreement or assets, as the case may be.