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

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantor, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantor, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will LNR shall not, and will shall 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: LNR to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower LNR or any Guarantorother Subsidiary of LNR; or or (3c) transfer any of its property or assets to the Borrower LNR or any Guarantorother Subsidiary of LNR, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or order; (b2) the Senior Subordinated Notes Documentsthis Indenture; (c3) non-assignment the Credit Agreement; (4) nonassignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessLNR; (d5) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f6) agreements existing on the Second Restatement Base Date to the extent and in the manner such agreements are were in effect on the Second Restatement Base Date; (g7) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture to secure Non-Recourse Indebtedness imposed by the holder of such Lien; (h) 8) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement Indenture to any Person pending the closing of such sale; (i9) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired;; or (j10) any Purchase Money Note or other an agreement governing Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only incurred to such Securitization Entity; (k) other Refinance the Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued issued, assumed or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect pursuant to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations an agreement referred to in clauses clause (b2), (d3), (f5) or (6) above, provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness incurred to Refinance the Indebtedness are not less favorable to LNR in any material respect as determined by the Board of Directors of LNR in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (i3), (5) and or (k) above; provided that such amendments6), modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessrespectively.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1a) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation regulation, order, grant or ordergovernmental permit; (bii) the Senior Subordinated Notes Documentsthis Indenture; (ciii) the Credit Agreement; (iv) customary non-assignment provisions of any contract contract, license or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessCompany; (dv) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (fvi) agreements existing or entered into on the Second Restatement Issue Date to the extent and in the manner such agreements are in effect on the Second Restatement Issue Date; (gvii) purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being property so acquired; (jviii) any Purchase Money Note contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or other Indebtedness disposition of all or other contractual requirements substantially all of a Securitization Entity in connection with a Securitization Transaction; provided that the Capital Stock or assets of such restrictions apply only to such Securitization EntityRestricted Subsidiary; (kix) other secured Permitted Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or and secured Indebtedness otherwise permitted to be issued or incurred under this Agreement; provided pursuant to Sections 4.4 and 4.16 that any limit the right of the debtor to dispose of the assets securing such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances)Indebtedness; (lx) restrictions on cash or customary provisions in joint venture agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (nxi) customary net worth and restrictions on transfer, assignment or subletting provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions contained in leases and other agreements entered into by the Company or any Restricted Subsidiary; (xii) any restriction in any agreement or instrument of a Receivables Entity governing a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity or Receivables and Related Assets; (xiii) any agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (i) through (xii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect 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 clauses; or (xiv) any agreement governing Permitted Indebtedness or Indebtedness otherwise permitted to be incurred pursuant to Section 4.4; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the ordinary course of businessCredit Agreement or in this Indenture as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: : (1) pay dividends or make any other distributions to the Company or any other Subsidiary on or in respect of its Capital Stock; Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any other Subsidiary, (2) make loans or advances to, or pay guarantee any Indebtedness or other obligation owed to obligations of, the Borrower Company or any Guarantor; or other Subsidiary or (3) transfer any of its property properties or assets to the Borrower Company or any Guarantorother Subsidiary, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a) any agreement pursuant to which Indebtedness (other than ABRY Subordinated Indebtedness) which is permitted to be Incurred pursuant to Paragraph 6A hereof is issued; (b) any instrument of an Acquired Person acquired by the Company or any Subsidiary as in effect at the time of such acquisition (except to the extent such instrument was entered into by such Acquired Person in connection with, as a result of or in contemplation of such acquisition); provided, however, that such encumbrances and restrictions are not applicable to the Company or any Subsidiary or the properties or assets of the Company or any Subsidiary other than the Acquired Person or the property or assets of the Acquired Person; (c) customary non-assignment provisions in leases, licenses or contracts; (d) Purchase Money Indebtedness and Capital Lease Obligations for assets acquired in the ordinary course of business that only impose encumbrances and restrictions on the assets so acquired or subject to lease; (e) any agreement for the sale or disposition of the Capital Stock or assets of any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (e) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Paragraph 6G to the extent applicable thereto; (f) any restriction contained in any security agreement or mortgage securing Indebtedness of the Company or any Subsidiary to the extent such restriction restricts the transfer of the property subject to such security agreement or mortgage; (g) customary restrictions imposed by the terms of shareholders’, partnership or joint venture agreements entered into in the ordinary course of business; provided, however, that such restrictions do not apply to any Person other than the applicable company, partnership or joint venture; (h) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale;; and (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Borrower or any Guarantorother Restricted Subsidiary; or or (3c) transfer any of its property or assets to the Borrower or any Guarantorother Restricted Subsidiary, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law, rule, regulation or order; ; (b2) the Senior Subordinated Notes Documents; this Agreement; (c3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; Subsidiary; (d4) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; acquired as such instrument is in effect on the date of the acquisition; (e5) the Loan Senior Secured Credit Documents; ; (f6) agreements existing on the Second Restatement Borrowing Date to the extent and in the manner such agreements are in effect on the Second Restatement Borrowing Date; ; (g7) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; ; (h) 8) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; ; (i9) an agreement or instrument governing Indebtedness incurred to refinance the Indebtedness incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing Indebtedness are not materially more restrictive, taken as a whole, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6); (10) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Restricted Subsidiary of the Borrower in the ordinary course of business; (11) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquired, so long as assumed in connection with the restrictions in such agreement or instrument were acquisition thereof and not imposed solely entered into in contemplation of such Person being so acquired; acquisition; and (j12) any Purchase Money Note or other Indebtedness or other contractual requirements permitted to be incurred subsequent to the Borrowing Date pursuant to the provisions of a Securitization Entity in connection with a Securitization TransactionSection 6.01; provided that such restrictions apply only to such Securitization Entity; (kx) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (ky) above; provided that in no event shall such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall restrictions be conclusively binding, not materially more restrictive with in any respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions Senior Secured Credit Agreement as in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in effect on the ordinary course of businessBorrowing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or to any GuarantorSubsidiary of the Company; or or (3c) transfer any of its property or assets to the Borrower Company or to any Guarantor, except, with respect to clauses Subsidiary of the Company (1each such encumbrance or restriction in clause (a), (2) and (3b), or (c) a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law, rule, regulation or order; ; (b2) this Indenture and the Senior Subordinated Notes Documents; Series A/B Indenture; (c3) customary non-assignment provisions of any contract lease or any lease of any Restricted Subsidiary of the Borrower license agreements or similar agreements entered into in the ordinary course of business; business of any Subsidiary of the Company; (d4) any instrument governing Acquired Indebtedness incurred pursuant to clause Incurred in accordance with paragraph (11b) of the definition of “Permitted Indebtedness”, which Section 4.04; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person so acquired; Person, becoming a Subsidiary of the Company; (e) the Loan Documents; (f5) agreements existing on the Second Restatement Series A/B Issue Date to the extent and in the manner such agreements are in effect on the Second Restatement Series A/B Issue Date; ; (g6) any restriction or encumbrance contained in contracts for the sale of assets to be consummated in accordance with this Indenture solely in respect of the assets to be sold pursuant to such contract; (7) any restrictions on the transfer sale or other disposition or encumbrance of assets subject to any property securing Indebtedness as a result of a Permitted Lien permitted under this Agreement imposed by the holder of on such Lien; property; (h) restrictions imposed by 8) any agreement relating to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing an acquisition of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquiredproperty, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired and are not or instrument were not imposed solely created in contemplation anticipation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transactionthe acquisition thereof; provided that such restrictions apply only to such Securitization Entity; (k9) other the Credit Facilities; or (10) any encumbrance or restriction contained in Permitted Indebtedness or Permitted Subsidiary Preferred Stock outstanding on Refinancing Indebtedness Incurred to Refinance the Second Restatement Date or permitted Indebtedness Incurred pursuant to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations an agreement referred to in clauses (b2), (d4), (f), 5) or (i) and (k9) above; provided provided, that the provisions relating to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements encumbrance or refinancings are, restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Company or to the Holders in any material respect in the reasonable and good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect of the Company than the provisions relating to such dividend and other payment restrictions than those encumbrance or restriction contained in the dividend agreements referred to in such clause (2), (4), (5) or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business9).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. 2.9.1 The Borrower Investor 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1a) pay dividends or make any other distributions on its Share Capital to the Investor or in respect any of its Capital Stock;Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; or (2b) pay any indebtedness owed to the Investor or any of its Restricted Subsidiaries; or (c) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Investor or any Guarantorof its Restricted Subsidiaries; or (3d) transfer any of its property properties or assets to the Borrower Investor or any Guarantor, except, with respect of its Restricted Subsidiaries. 2.9.2 The provisions of Section 2.9.1 will not apply to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) The Finance Documents, the Indenture, the Notes and related guarantees and the Note Security Documents; (b) any applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness of a Person acquired by the Investor or any of its Restricted Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred pursuant to clause (11) in connection with or in contemplation of the definition of “Permitted Indebtedness”such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Schedule to be incurred; (d) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (e) purchase money obligations for property acquired in the Loan Documentsordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (d) of the preceding paragraph; (f) agreements existing on any agreement for the Second Restatement Date to sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the extent and in the manner such agreements are in effect on the Second Restatement Datesale or other disposition; (g) Permitted Refinancing Indebtedness permitted to be incurred under Section 2.1.2(e); provided that the restrictions on and encumbrances contained in the transfer of assets subject agreements governing such Permitted Refinancing Indebtedness are either (i) no more restrictive or (ii) not materially less favorable to any Lien permitted under this Agreement imposed the Lender, in each case, taken as a whole and determined in good faith by the holder Board of such LienDirectors, than the dividend and other payment restrictions contained in the Indebtedness being refinanced; (h) restrictions imposed by any agreement Liens permitted to sell be incurred under the provisions of Section 2.7 (Limitation on Liens) that limit the right of the debtor to dispose of the assets or Equity Interests permitted under this Agreement subject to any Person pending the closing of such saleLiens; (i) any agreement customary provisions limiting the disposition or instrument governing Equity Interests distribution of any Person assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, share sale agreements and other similar agreements entered into with the approval of the Board of Directors, which limitation is applicable only to the assets that is acquired, so long as are the restrictions in such agreement or instrument were not imposed solely in contemplation subject of such Person being so acquiredagreements; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, restrictions in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend Bialystok Sale and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiariesPurchase Agreement; and (ol) customary provisions any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in leases contemplation thereof provided that such restriction apply only to such Restricted Subsidiary and other agreements entered into provided further that the exception provided by this clause (l) shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the ordinary course of businesstime such Restricted Subsidiary became a Restricted Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1a) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation regulation, order, grant or ordergovernmental permit; (bii) the Senior Subordinated Notes Documentsthis Indenture; (ciii) any Credit Agreement; (iv) customary non-assignment provisions of any contract contract, license or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessCompany; (dv) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (fvi) agreements existing or entered into on the Second Restatement Issue Date to the extent and in the manner such agreements are in effect on the Second Restatement Issue Date; (gvii) purchase money obligations for property acquired in the ordinary course of business or Finance Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being property so acquired; (jviii) any Purchase Money Note contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or other Indebtedness disposition of all or other contractual requirements substantially all of a Securitization Entity in connection with a Securitization Transaction; provided that the Capital Stock or assets of such restrictions apply only to such Securitization EntityRestricted Subsidiary; (kix) other secured Permitted Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or secured Indebtedness otherwise permitted to be issued or incurred under this Agreement; provided pursuant to Sections 4.4 and 4.16 that any limit the right of the debtor to dispose of the assets securing such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances)Indebtedness; (lx) restrictions on cash or customary provisions in joint venture agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (nxi) customary net worth and restrictions on transfer, assignment or subletting provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions contained in leases and other agreements entered into by the Company or any Restricted Subsidiary; (xii) any restriction in any agreement or instrument of a Receivables Entity governing a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity or Receivables and Related Assets; (xiii) any agreement governing Indebtedness incurred to Refinance the ordinary course Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (i) through (xii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of businessDirectors 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 clauses; or (xiv) any agreement governing Permitted Indebtedness or Indebtedness otherwise permitted to be incurred pursuant to Section 4.4; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in any Credit Agreement or in this Indenture, in each case, as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantor, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Existing Credit Documents and the Existing Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (1112) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Closing Date to the extent and in the manner such agreements are in effect on the Second Restatement Closing Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity[Intentionally Omitted]; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Closing Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will not, and will not cause or permit (a) Neither the Issuer Trust nor any of its Restricted Subsidiaries toGuarantor will, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower such Person to: (1i) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Issuer Trust or any Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer Trust or any Guarantor; (2ii) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Issuer Trust or any other Guarantor; or (3iii) sell, lease or transfer any of its property properties or assets to the Borrower Issuer Trust or any Guarantor, except, with respect ; provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to clauses (1), (2) dividends or liquidating distributions being paid on common stock and (3)y) the subordination of (including the application of any standstill period to) loans or advances made to the Issuer Trust or such Guarantor to other Indebtedness incurred by the Issuer Trust or such Guarantor, for in each case, shall not be deemed to constitute such an encumbrance or restriction. (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) any encumbrance or restriction existing on the Closing Date and any amendment, extension or replacement of any such encumbrance or restriction on terms similar to those in existence on the Closing Date; (ii) any encumbrance or restriction pursuant to this Indenture, the Notes or the Note Guarantees; (iii) applicable law, rule, regulation or orderorder or the terms of any license, authorization, concession or permit; (biv) the Senior Subordinated Notes Documents;any encumbrance or restriction: (cA) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessbusiness that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (dB) any instrument governing contained in mortgages, pledges or other security agreements permitted under this Indenture or securing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted Indebtedness”, which encumbrance Issuer Trust 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date such Guarantor permitted under this Indenture to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) encumbrances or restrictions on restrict the transfer of the property or assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien;mortgages, pledges or other security agreements; or (hC) restrictions imposed by pursuant to customary provisions restricting dispositions of real property interests set forth in any agreement to sell assets reciprocal easement agreements of the Issuer Trust or Equity Interests permitted under this Agreement to any Person pending the closing of such sale;Guarantor; or (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (lv) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1a) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation or regulation, order, g▇▇▇▇ ▇▇ governmental permit; (bii) the Senior Subordinated Notes Documentsthis Indenture; (ciii) any Credit Agreement; (iv) customary non-assignment provisions of any contract contract, license or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessCompany; (dv) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (fvi) agreements existing or entered into on the Second Restatement Issue Date (including, without limitation, the Existing Notes Indenture) to the extent and in the manner such agreements are in effect on the Second Restatement Issue Date; (gvii) purchase money obligations for property acquired in the ordinary course of business or Finance Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being property so acquired; (jviii) any Purchase Money Note contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or other Indebtedness disposition of all or other contractual requirements substantially all of a Securitization Entity in connection with a Securitization Transaction; provided that the Capital Stock or assets of such restrictions apply only to such Securitization EntityRestricted Subsidiary; (kix) other secured Permitted Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or secured Indebtedness otherwise permitted to be issued or incurred under this Agreement; provided pursuant to Sections 4.4 and 4.16 that any limit the right of the debtor to dispose of the assets securing such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances)Indebtedness; (lx) restrictions on cash or customary provisions in joint venture agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (nxi) customary net worth and restrictions on transfer, assignment or subletting provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions contained in leases and other agreements entered into by the Company or any Restricted Subsidiary; (xii) any restriction in any agreement or instrument of a Receivables Entity governing a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity or Receivables and Related Assets; (xiii) any agreement governing Indebtedness incurred to Refinance the ordinary course Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (i) through (xii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of businessDirectors 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 clauses; or (xiv) any agreement governing Permitted Indebtedness or Indebtedness otherwise permitted to be incurred pursuant to Section 4.4; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in any Credit Agreement or in this Indenture, in each case, as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will LNR shall not, and will shall 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: LNR to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower LNR or any Guarantorother Subsidiary of LNR; or or (3c) transfer any of its property or assets to the Borrower LNR or any Guarantorother Subsidiary of LNR, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or order; (b2) the Senior Subordinated Notes Documentsthis Indenture; (c3) non-assignment the Credit Agreement; (4) nonassignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessLNR; (d5) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f6) agreements existing on the Second Restatement Base Date to the extent and in the manner such agreements are were in effect on the Second Restatement Base Date; (g7) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture to secure Non-Recourse Indebtedness imposed by the holder of such Lien; (h) 8) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement Indenture to any Person pending the closing of such sale; (i9) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired;; or (j10) any Purchase Money Note or other an agreement governing Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only incurred to such Securitization Entity; (k) other Refinance the Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued issued, assumed or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect pursuant to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations an agreement referred to in clauses clause (b2), (d3), (f5) or (6) above, PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness incurred to Refinance the Indebtedness are not less favorable to LNR in any material respect as determined by the Board of Directors of LNR in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (i3), (5) and or (k) above; provided that such amendments6), modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessrespectively.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall 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 consensual restriction on the ability of any such Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances to the Company or any Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary; or (3) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary, except, with respect to clauses (1), (2) and (3), except in each case for such encumbrances or restrictions existing under or by reason of: (aA) applicable law, rulerule or regulation (or, regulation or orderwith respect to any Insurance Subsidiary, as required by the applicable regulatory authority); (bB) this Indenture, the Senior Subordinated Notes Documentsand the Guarantees, if any; (cC) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessSubsidiary; (dD) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted Acquired Indebtedness”, which encumbrance or restriction was not put in place in connection with or in contemplation of such acquisition and is not applicable to any Person, or the properties or assets of any Person, Person other than the Person or the properties or assets of the Person so acquired; (e) the Loan Documents; (fE) agreements existing on the Second Restatement Issue Date to the extent and in the manner such agreements are in effect on the Second Restatement Issue Date; (gF) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture imposed by the holder of such Lien; (hG) restrictions imposed by any agreement to sell assets or Equity Interests Capital Stock permitted under this Agreement Indenture to any Person pending the closing of such sale; (iH) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions customary provisions in such agreement or instrument were not imposed joint venture agreements and other similar agreements (in each case relating solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred respective joint venture or Preferred Stock being issued (under similar entity or the relevant circumstances); (lequity interests therein) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (mI) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings other indenture governing debt securities of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided Company that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, are no more restrictive in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions aggregate than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiariesthis Indenture; and (oJ) customary provisions in leases and restrictions on cash or other agreements deposits or on net worth imposed under reinsurance or insurance contracts (other than with Affiliates of the Company) entered into in the ordinary course of the Company's underwriting (and not investing) business; (K) agreements governing Purchase Money Indebtedness or Capitalized Lease Obligations so long as such encumbrances or restrictions apply solely to the related assets; and (L) any agreement or instrument replacing any agreement or instrument described in clause (D) or (E) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement or instrument are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the agreement or instrument referred to in such clause (D) or (E).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1i) pay dividends or make any other distributions on or in respect of its Capital Stock; , or any other interest or participation in or measured by its profits, owned by the Company or a Subsidiary; (2ii) pay any Indebtedness owed to the Company or a Subsidiary of the Company; (iii) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantora Subsidiary of the Company or Guarantee Indebtedness of the Company or a Subsidiary; or or (3iv) transfer any of its property properties or assets to the Borrower Company or any Guarantora Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into restrictions contained in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are Bank Credit Facility as in effect on the Second Restatement Issue Date; ; (b) restrictions contained in the by-laws of SPA as in effect on the Issue Date; (c) consensual encumbrances binding upon any Person at the time such Person becomes a Subsidiary of the Company (unless the agreement creating such consensual encumbrance was entered into in connection with, or in contemplation of, such entity becoming a Subsidiary); (d) consensual encumbrances or restrictions under any agreement that refinances or replaces any agreement described in clauses (a) or (b) above; provided, that the terms and conditions of any such restrictions are no less favorable to the Holders than those under the agreement so refinanced or replaced; (e) customary nonassignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law; (f) restrictions imposed by law; (g) restrictions imposed on a Subsidiary pursuant to a bona fide contract for disposition of all or substantially all of the assets or 100% of the Capital Stock of such Subsidiary by the Company; (h) restrictions on the transfer of assets subject to any Lien Liens permitted under by this Agreement imposed by the holder of such Lien; Indenture; and (hi) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect indenture relating to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessRII Notes.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; , (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantor; or other Restricted Subsidiary or (3c) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or orderorder of any Governmental Authority; (b2) the Senior Subordinated Notes DocumentsIndenture; (c3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d4) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f5) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Effective Date; (g6) restrictions on the transfer of assets subject to any Lien permitted under this Agreement the Indenture imposed by the holder of such LienL▇▇▇; (h7) restrictions imposed by any agreement to sell assets or Equity Interests Capital Stock permitted under this Agreement the Indenture to any Person pending the closing of such sale; (i) 8) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquiredacquired (other than (A) Indebtedness incurred as consideration in, so long as or to provide all or any portion of the restrictions funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company in contemplation of the transaction and (B) any such agreement or instrument were not imposed solely entered into in contemplation of such Person being so acquiredacquisition); (j9) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided provided, that such restrictions apply only to such Securitization Entity; (k10) any agreement or instrument governing any other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreementsubsequent to the Effective Date pursuant to the provisions of clauses (ix), (xvii), (xviii), (xix) and (xx) of the definition of “Permitted Indebtedness”; provided provided, that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock or any Person other than on a pro rata basis; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (m13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), 1) through (d), (f), (i) and (k12) above; provided provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively bindingCompany, not materially no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: to (1a) (i) pay dividends or make any other consensual distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital Stock; Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (b) make loans or advances or pay any Indebtedness or other obligation owed capital contributions to the Borrower Company or any Guarantor; or of its Restricted Subsidiaries or (3c) sell, lease or transfer any of its property properties or assets to the Borrower Company or any Guarantorof its Restricted Subsidiaries, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: reasons of (ai) Existing Indebtedness as in effect on the Issuance Date, (ii) this Indenture and the Notes, (iii) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred pursuant in connection with or, if incurred within one year prior to clause (11) such acquisition or such Person becoming a Restricted Subsidiary, in contemplation of the definition of “Permitted Indebtedness”such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that the Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) in determining whether such acquisition was permitted by the terms of this Indenture, (v) any instrument governing Indebtedness or Capital Stock of a Person who becomes a Guarantor as in effect at the time of becoming a Guarantor (except to the extent such Indebtedness was incurred in connection with or, if incurred within one year prior to the time of becoming a Guarantor, in contemplation of such Subsidiary Guarantee), 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; who became a Guarantor, (evi) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and by reason of customary non-assignment provisions in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (mvii) any encumbrances or purchase money obligations for property acquired in the ordinary course of business that impose restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to nature described in clauses clause (b)c) above on the property so acquired, (d)viii) permitted Refinancing Indebtedness, (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially agreements governing such Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend agreements governing the Indebtedness being refinanced, or other payment (ix) customary restrictions prior in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture security agreements and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessmortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: to (1a) (i) pay dividends or make any other consensual distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital Stock; Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (b) make loans or advances or pay any Indebtedness or other obligation owed capital contributions to the Borrower Company or any Guarantor; or of its Restricted Subsidiaries or (3c) sell, lease or transfer any of its property properties or assets to the Borrower Company or any Guarantorof its Restricted Subsidiaries, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: reasons of (ai) Existing Indebtedness as in effect on the Issuance Date, (ii) this Indenture and the Notes, (iii) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred pursuant in connection with or, if incurred within one year prior to clause (11) such acquisition or such Person becoming a Restricted Subsidiary, in contemplation of the definition of “Permitted Indebtedness”such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that the Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) in determining whether such acquisition was permitted by the terms of this Indenture, (v) any instrument governing Indebtedness or Capital Stock of a Person who becomes a Guarantor as in effect at the time of becoming a Guarantor (except to the extent such Indebtedness was incurred in connection with or, if incurred within one year prior to the time of becoming a Guarantor, in contemplation of such Subsidiary Guarantee), 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; who became a Guarantor, (evi) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and by reason of customary non-assignment provisions in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (mvii) any encumbrances or purchase money obligations for property acquired in the ordinary course of business that impose restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to nature described in clauses this clause (b)c) on the property so acquired, (d)viii) permitted Refinancing Indebtedness, (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially agreements governing such Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend agreements governing the Indebtedness being refinanced, or other payment (ix) customary restrictions prior in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture security agreements and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessmortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuer 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1a) pay dividends or make any other distributions on or in respect of its Capital Stock;, (2b) make loans or advances to, or pay any Indebtedness or other obligation owed to to, the Borrower Issuer or any Guarantor; other Subsidiary, (c) guarantee any Indebtedness or any other obligation of the Issuer or any Subsidiary, or (3d) transfer any of its property or assets to the Borrower Issuer or any Guarantorother Subsidiary (each such encumbrance or restriction, excepta "PAYMENT RESTRICTION"). The preceding will not apply, with respect however, to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: of the following (awhich are excluded from the term "Payment Restriction"): (i) applicable law, rule(ii) this Indenture, regulation or order; (b) the Senior Subordinated Notes Documents; Credit Agreement, any security document or any of the security documents entered into in connection with the Senior Credit Agreement, and any document or instrument evidencing, governing or securing any of the Qualified Senior Affiliate Indebtedness, (ciii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; Subsidiary, (div) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted Acquired Indebtedness”, which encumbrance or restriction is not applicable to any Personsuch Subsidiary, or the properties or assets of any Personsuch Subsidiary, other than the Person or the properties or assets of the Person so acquired; , (e) the Loan Documents; (fv) agreements existing on the Second Restatement Issue Date to the extent and in the manner such agreements are were in effect on the Second Restatement Issue Date; , (gvi) customary restrictions on with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock to be sold or disposed of, (vii) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to any Lien permitted under this Agreement imposed by such Permitted Lien, or (viii) an agreement governing Refinancing Indebtedness incurred to Refinance the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquiredIndebtedness issued, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued assumed or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect pursuant to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations an agreement referred to in clauses clause (bii), (div) or (v) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Holders in any material respect as determined by the Board of Directors of the Issuer in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the applicable agreement referred to in such clause (ii), (fiv) or (v), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectlyindirectly make any Restricted Payment or immediately after giving effect thereto, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company, Borrower or any Guarantorother Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company, Borrower or any Guarantorother Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rulerules, regulation or orderregulations and/or orders; (bii) the Senior Subordinated Notes Loan Documents (including, without limitation, any Liens permitted by such Loan Documents), including, without limitation, any Liens permitted by this Agreement; (ciii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessCompany; (div) any instrument agreements existing at the time of any merger or consolidation with any Person or the acquisition of any Person or the properties or assets of such Person (including agreements governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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 merged or consolidated with or so acquiredacquired or any subsidiary of such Person and as amended or modified; provided, however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (e) the Loan Documents; (fv) agreements existing on the Second Restatement Closing Date (after giving effect to the Acquisition) to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Second Restatement Board of Directors of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Closing Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (hvi) restrictions imposed by any agreement to sell assets or Equity Interests Capital Stock permitted under this Agreement to any Person pending the closing of such sale; (ivii) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquiredacquired and as amended or modified provided, so long however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the restrictions Board of Directors of the Company in their reasonable and good faith judgment than the provisions prior to such agreement amendment or instrument were not imposed solely in contemplation of such Person being so acquiredmodification; (jviii) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (kix) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or Liens incurred under this Agreement; provided that any such restrictions are ordinary and customary in accordance with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances)Section 5.14; (lx) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (mxi) the Senior Secured Credit Facilities and any encumbrances Asset Backed Credit Facilities as in effect on the Closing Date and as amended or restrictions imposed by any amendmentsmodified, modifications, restatements, renewals, increases, supplements, refundings, replacements so long as such amendment or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, modification is not materially more restrictive with respect to restrictive, taken as a whole, as at the time of execution of such dividend and other payment restrictions than those contained in the dividend amendment or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (nxii) customary restrictions in construction loans, purchase money obligations, Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary of the Company to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (xiii) customary provisions in joint venture agreements and other similar agreements applicable (in each case relating solely to such the respective joint venture and its subsidiaries; and (oor similar entity or the equity interests therein) customary provisions in leases and other agreements entered into in the ordinary course of business; (xiv) customary provisions in Hedging Obligations permitted under this Agreement and entered into in the ordinary course of business; (xv) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company in any manner material to the Company or such Restricted Subsidiary; (xvi) encumbrances or restrictions imposed by indentures or other similar instruments governing other Indebtedness Incurred by the Company or any Restricted Subsidiary of the Company (and if such Indebtedness is guaranteed, by the guarantors of such Indebtedness) ranking equally with the Loans and the Exchange Notes (or any guarantee), provided that the encumbrances or restrictions imposed by such other indentures or instruments are not materially more restrictive taken as a whole than the encumbrances or restrictions imposed by this Agreement; and (xvii) encumbrances or restrictions imposed by Credit Facilities (other than the Senior Secured Credit Facilities); provided that the provisions relating to such encumbrances or restrictions contained in such Credit Facilities are no less favorable to the Company in any material respects (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) than the provisions relating to such encumbrances or restrictions contained in the Senior Secured Credit Facilities as in effect on the Closing Date and as amended or modified, so long as such amendment or modification is not materially more restrictive, taken as a whole, as at the time of execution of such amendment or modification.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company may not, and will may not cause or permit any Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectlycreate, create assume or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company, directly or indirectly, (1i) to pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances Stock or pay any Indebtedness Debt or other obligation owed to the Borrower Company or any Guarantorother Subsidiary of the Company; or (3ii) to make loans or advances to the Company or any Subsidiary of the Company; or (iii) to transfer any of its property or assets to the Borrower Company or a Subsidiary of the Company. Notwithstanding the foregoing, the Company may, and may permit any Guarantorof its Subsidiaries to, exceptcreate, with respect assume or otherwise suffer to clauses (1), (2) exist any such encumbrance or restriction on the ability of any Subsidiary of the Company if and (3), for such encumbrances or restrictions existing under or by reason of: to the extent (a) applicable lawsubject to the provisions described under Section 5.1 hereof, rule, regulation such encumbrance or order; (b) restriction existed prior to the Senior Subordinated Notes Documents; (c) non-assignment provisions of time any contract or any lease of any Restricted Person became a Subsidiary of the Borrower entered into Company and such restriction or encumbrance was not incurred in anticipation of 26 34 such acquisition of such Person by the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant Company; PROVIDED, HOWEVER, that such restriction or encumbrance applies only to clause (11) of the definition of “Permitted Indebtedness”such Person, which encumbrance or restriction its Subsidiaries and their respective properties and assets, and is not applicable to any other Person, or the properties or assets assets; (b) such encumbrance or restriction is contained in an operating lease for real property and is effective only upon the occurrence and during the continuance of a default in the payment of rent; (c) such encumbrance or restriction is the result of applicable corporate law or regulation relating to the payment of dividends or distributions; (d) such encumbrance or restriction is the result of any Personapplicable statute, other than regulation or administrative rule that restricts the Person transfer of licenses or the properties permits; or assets of the Person so acquired; (e) such encumbrance or restriction is contained in (and for the Loan Documents; (fbenefit only of the administrative agent and the lenders under) agreements existing the Credit Facility on the Second Restatement Date to date of the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to Indenture, including any Lien permitted under this Agreement imposed by the holder amendment, modification, supplement, restatement or replacement of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending Credit Facility after the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings date of the contractsIndenture, instruments or obligations referred to in clauses (b), (d), (f), (i) PROVIDED that the terms and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment conditions of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, restatement or replacement in respect of such encumbrance or refinancing; (n) customary provisions restriction are not less favorable to the Holders of the Notes than the terms and conditions in joint venture and other similar agreements applicable solely to respect of such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in encumbrance or restriction of the ordinary course Credit Facility on the date of businessthe Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary thereof to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary thereof; or or (3c) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary thereof, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: : (ai) applicable law, rule, regulation or order; ; (bii) the Senior Subordinated Notes Documents; this Indenture; (ciii) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; ; (div) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted Acquired Indebtedness”, which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary thereof, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquired; ; (ev) the Loan Documents; Bank Credit Agreement; (fvi) other agreements existing on the Second Restatement Issue Date to (including, without limitation, the extent and in the manner such agreements are in effect on the Second Restatement Date; Master Restructuring Agreement); (gvii) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture imposed by the holder of such Lien; ; (hviii) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement Indenture to any Person pending the closing of such sale; ; (iix) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquiredacquired after the Issue Date; (x) an agreement effecting a refinancing, so long as replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) or (vi) above; provided, however, that the restrictions provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement referred to in such agreement clause (ii), (iv) or instrument were not imposed solely (vi) are no less favorable to the Company or the Holders in contemplation any material respect as determined by the Board of Directors of the Company than the provisions relating to such Person being so acquired; encumbrance or restriction contained in agreements referred to in such clause (jii), (iv) any Purchase Money Note or other (vi); or (xi) Indebtedness or other contractual requirements of a Securitization Receivables Entity in connection with a Securitization Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Receivables Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) this Indenture or the Senior Subordinated Notes DocumentsIndenture or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in this Indenture or the Senior Notes Indenture, taken as a whole; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted Acquired Indebtedness”, which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquired; provided, however, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; (e) agreements existing on the Loan DocumentsIssue Date; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement DateSenior Credit Facilities or any A/R Facility; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement Indenture to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Receivables Entity in connection with a Securitization Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Receivables Entity; (kj) other agreements governing Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; Incurred pursuant to Section 4.9, provided that any the provisions relating to such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed contained in such Indebtedness are not materially less favorable to the Company as determined by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the Board of Directors of the contractsCompany in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facilities as in effect on the Issue Date; or (k) an agreement effecting a refinancing, instruments replacement or obligations substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clauses clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (id), (e) and or (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessf).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantor, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Borrower will not, Company shall not (and will shall not cause suffer or permit any of its Restricted Domestic Subsidiaries to), directly or indirectly, enter into any agreement with any Person which prohibits or limits the ability of any of the Company or any of its Domestic Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, other than (i) this Agreement and the other Loan Documents, (ii) the Senior Secured Credit Agreement, (iii) Lien restrictions in a Capitalized Lease or other purchase money financing arrangement permitted hereunder relating to the asset financed thereunder and (iv) purchase agreements, license agreements, leases and other similar agreements entered into in the ordinary course of business that prohibit a Lien on the asset or assets subject to such agreements. (b) The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) its Subsidiaries to pay dividends or make any other distributions to or on behalf of, or in respect of its Capital Stock; (2) to pay any obligation to or on behalf of, or otherwise to transfer assets or Property to or on behalf of, or make or pay loans or advances to or pay any Indebtedness on behalf of, the Company or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any GuarantorSubsidiaries, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation or order; (b) restrictions imposed by this Agreement and the Senior Subordinated Notes other Loan Documents; (cii) non-assignment provisions restrictions imposed by the Senior Credit Agreement; (iii) restrictions imposed by applicable law; (iv) existing restrictions under Indebtedness of any contract Subsidiary outstanding on the Closing Date (after giving effect to the PSD Acquisition); (v) restrictions under any Acquired Indebtedness not Incurred in violation of any agreement (including any Equity Interest) relating to any Property, asset or business acquired by the Company or any lease of any Restricted Subsidiary its Subsidiaries, which restrictions in each case existed at the time of the Borrower Acquisition, were not put in place in connection with or in anticipation of such Acquisition and are not applicable to any Person, other than the Person acquired, or to any Property, asset or business, other than the Property, assets and business so acquired; (vi) restrictions with respect solely to any of its Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold; (vii) restrictions on transfer contained in purchase money Indebtedness; provided, that such restrictions relate only to the transfer of the Property acquired with the proceeds of such purchase money Indebtedness; (viii) provisions with respect to the disposition or distribution of assets or Property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (lix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (mx) any encumbrances or in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred pursuant to in clauses (bii), (div), (f), v) or (ivii) above or this clause (ix) that are not more restrictive taken as a whole than those being replaced and (k) above; provided do not apply to any other Person or assets than those that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, would have been covered by the restrictions in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiariesIndebtedness so Refinanced; and (oxi) restrictions contained in Indebtedness Incurred by a Foreign Subsidiary in accordance with this Agreement; provided, that such restrictions relate only to one or more Foreign Subsidiaries. Notwithstanding the foregoing, (A) customary provisions in leases and other agreements restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (B) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Agreement may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Guarantor shall not, and will not cause or permit any of its Restricted Subsidiaries subsidiaries to, directly or indirectly, create create, assume or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary subsidiary of the Borrower to: (1) Guarantor to pay dividends or make any other distributions on the capital stock of any subsidiary of the Guarantor or in respect pay or satisfy any obligation to the Guarantor or any of its Capital Stock; (2) subsidiaries or otherwise transfer assets or make or pay loans or advances or pay any Indebtedness or other obligation owed to the Borrower Guarantor or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantorsubsidiaries, except, with respect to clauses (1), (2) except encumbrances and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any applicable law or any governmental or administrative regulation or order; (ii) restrictions with respect solely to a subsidiary of the Guarantor imposed pursuant to a binding agreement which has been entered into for the sale or instrument governing Equity Interests disposition of any Person that is acquired, so long as all or substantially all of the restrictions in such agreement capital stock or instrument were not imposed solely in contemplation assets of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; subsidiary, provided that such restrictions apply only solely to the capital stock or assets being sold of such Securitization Entity; subsidiary; (kiii) restrictions contained in any agreement relating to a person or real or tangible personal property acquired after the date hereof which are not applicable to any person or property, other Indebtedness than the person or Permitted Subsidiary Preferred Stock outstanding property so acquired and which were not put in place in connection with, or in contemplation of, such acquisition; (iv) any agreement (other than those referred to in clause (iii)) of a person acquired by the Guarantor or a subsidiary of the Guarantor, which restrictions existed at the time of acquisition; (v) contractual encumbrances or restrictions in effect on the Second Restatement Date date hereof and customary encumbrances and restrictions contained in the security agreements related to the Credit Agreement and encumbrances and restrictions contained in the Credit Agreement on the date hereof as such encumbrances or restrictions may be amended, provided that such encumbrances or restrictions as amended are no more restrictive in the aggregate than those contained in the security agreements and the Credit Agreement in effect on the date hereof; (vi) the Credit Agreement and the Notes; (vii) indebtedness otherwise permitted to be issued or incurred under this Agreementpursuant to Sections 8(k) and 8(m) hereof; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (lviii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.or

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantor, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (bi) prior to the issuance of the Senior Subordinated Notes, the Existing Borrower Credit Documents and the Existing Notes Documents and (ii) following the issuance of the Senior Subordinated Notes, the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (1112) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Closing Date to the extent and in the manner such agreements are in effect on the Second Restatement Closing Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity[Intentionally Omitted]; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Closing Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Issuers shall not and the Guarantors shall not, and will not cause or neither the Issuers nor the Guarantors shall permit any of its Restricted the Subsidiaries to, directly or indirectly, create incur or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower toSubsidiaries (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 transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of the Subsidiaries, except: (1) pay dividends restrictions imposed by the Notes, the Guarantees or make this Indenture or by the Issuers’ 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 other distributions on or in material respect of its Capital Stock;than those imposed by this Indenture and the Notes, (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; orrestrictions imposed by applicable law, (3) transfer existing restrictions under Existing Indebtedness, (4) restrictions under (i) any Acquired Indebtedness not incurred in violation of this Indenture or (ii) any agreement relating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of its property the Subsidiaries, which restrictions in the case of both (i) and (ii) 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 the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (5) restrictions imposed by Senior Debt incurred in accordance with this Indenture; provided, that such restrictions are no more restrictive in any material respect than those imposed by the Credit Agreement as of the Issue Date, (6) restrictions with respect solely to any of the Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Borrower Equity Interests or any Guarantorassets of such Subsidiary which are being sold, (7) restrictions on transfer contained in FF&E Financing, exceptPurchase Money Indebtedness or Capitalized Lease Obligations permitted to be incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only to the transfer of the property acquired with respect the proceeds of such Indebtedness, and (8) in connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposed pursuant to clauses (1), (2) and (3), for such encumbrances (4) or (7) of this Section 4.10 or this clause (8) that are not more restrictive in any material respect as determined by the Board of Directors of the applicable Issuer in its reasonable good faith judgment than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions existing under or by reason of: in the Indebtedness so refinanced. Notwithstanding the foregoing, (a) applicable law, rule, regulation there may exist customary provisions restricting subletting or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; , consistent with industry practice and (db) any instrument governing Indebtedness incurred asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to clause (11) the terms of the definition of “Permitted Indebtedness”, which encumbrance or restriction is not applicable this Indenture may be subject to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) customary restrictions on the transfer of assets subject or disposition thereof pursuant to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will LNR shall not, and will shall 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: LNR to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower LNR or any Guarantorother Subsidiary of LNR; or or (3c) transfer any of its property or assets to the Borrower LNR or any Guarantorother Subsidiary of LNR, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or order; (b2) the Senior Subordinated Notes Documentsthis Indenture; (c3) non-assignment the Credit Agreement; (4) nonassignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessLNR; (d5) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f6) agreements existing on the Second Restatement Issue Date to the extent and in the manner such agreements are in effect on the Second Restatement Issue Date; (g7) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture to secure Non-Recourse Indebtedness imposed by the holder of such Lien; (h) 8) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement Indenture to any Person pending the closing of such sale; (i9) any agreement or instrument governing Equity Interests Capital Stock of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired;; or (j10) any Purchase Money Note or other an agreement governing Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only incurred to such Securitization Entity; (k) other Refinance the Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued issued, assumed or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect -45- 52 pursuant to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations an agreement referred to in clauses clause (b2), (d3), (f5) or (6) above, provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness incurred to Refinance the Indebtedness are not less favorable to LNR in any material respect as determined by the Board of Directors of LNR in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (i3), (5) and or (k) above; provided that such amendments6), modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessrespectively.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Borrower Company or any Guarantorother Restricted Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) this Indenture or the Senior Subordinated Notes DocumentsCredit Agreement or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in this Indenture or the Senior Subordinated Credit Agreement, taken as a whole; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted Acquired Indebtedness”, which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquired; provided, however, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; (e) agreements existing on the Loan DocumentsIssue Date; (f) agreements existing on the Second Restatement Date to Senior Credit Facility or the extent and in the manner such agreements are in effect on the Second Restatement DateA/R Facility; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement Indenture to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Receivables Entity in connection with a Securitization Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Receivables Entity; (kj) other agreements governing Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; Incurred pursuant to Section 4.9, provided that any the provisions relating to such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed contained in such Indebtedness are not materially less favorable to the Company as determined by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the Board of Directors of the contractsCompany in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, instruments replacement or obligations substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clauses clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (id), (e) and or (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessf).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock▇▇▇▇▇▇▇ ▇▇▇▇▇; (2) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or (3) transfer any of its property or assets to the Borrower or any Guarantor, except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will Company shall not, and will shall 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower Company to: (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantorother Subsidiary of the Company; or (3c) transfer any of its property or assets to the Borrower Company or any Guarantorother Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or order; (b2) the Senior Subordinated Notes Documentsthis Indenture; (c3) customary non-assignment provisions of any contract or any lease governing a leasehold or ownership interest of any Restricted Subsidiary of the Borrower entered into in the ordinary course of businessCompany; (d4) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are in effect on the Second Restatement Date; (g) restrictions on the transfer of assets subject acquired or relating to any Lien permitted under this Agreement imposed property acquired by the holder Company or any of such Lien; (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending its Subsidiaries after the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization TransactionIssue Date; provided that such restrictions apply encumbrance or restriction exists at the time such property is acquired, relates only to the property which is acquired and was not incurred in connection with, or in anticipation or contemplation of, such Securitization Entityacquisition; (k5) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Credit Agreement; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l6) restrictions on cash an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations incurred pursuant to an agreement referred to in clauses clause (b), 2) or (d), (f), (i) and (k4) above; provided provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect provisions relating to such dividend and other payment restrictions than those encumbrance or restriction contained in any such Indebtedness are no less favorable to the dividend Company in any material respect than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2) or (4); or (7) agreements restricting the sale or other payment restrictions prior to disposition of any property securing Indebtedness which constitutes a Permitted Lien on such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessproperty.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower will DEC and NFC shall not, and will not each shall cause or permit any each of its Restricted Subsidiaries toto not, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: DEC to (1a) pay dividends 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 owned by, or pay any Indebtedness owed to, DEC, (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any Guarantor; or DEC, (3c) transfer any of its property properties or assets to the Borrower or any GuarantorDEC, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: of (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (di) any instrument governing Indebtedness incurred pursuant to clause restrictions existing under or contemplated by this Agreement, the Indenture (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are as in effect on the Second Restatement Closing Date; ) and the Senior Credit Agreement (g) restrictions as in effect on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; Closing Date); (h) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (iii) any agreement or instrument governing Equity Interests restrictions, with respect to a Subsidiary of any Person DEC that is acquirednot a Subsidiary of DEC on the date hereof, in existence at the time such Person becomes a Subsidiary of DEC (so long as such restrictions are not created in anticipation of such Person becoming a Subsidiary of DEC); (iii) with respect to clause (c) above only, any restrictions existing under Capital Lease Obligations or Indebtedness secured by Permitted Liens (as defined in the Indenture (as in effect on the Closing Date)) (provided that, in each case, such prohibition shall only relate to the assets which are subject to such Capitalized Lease Obligations or which secure such Indebtedness and the proceeds therefrom); or (iv) any restrictions existing under any new agreement evidencing Indebtedness or any agreement that refinances or replaces the agreements containing the restrictions in such agreement or instrument were not imposed solely in contemplation the foregoing clauses (i), (ii) and (iii); provided, that the terms and conditions of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect no more restrictive than those under or pursuant to the type of Indebtedness being incurred or Preferred Stock being issued (under agreements containing the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into referenced in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in foregoing clauses (bi), (dii) or (iii), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower 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 consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: Company to (1i) pay dividends or make any other distributions on or in respect of its Capital Stock; , or any other interest or participation in or measured by its profits, owned by the Company or a Subsidiary; (2ii) pay any Indebtedness owed to the Company or a Subsidiary of the Company; (iii) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any Guarantora Subsidiary of the Company or Guarantee Indebtedness of the Company or a Subsidiary; or or (3iv) transfer any of its property properties or assets to the Borrower Company or any Guarantora Subsidiary of the Company, except, with respect to clauses (1), (2) and (3), except for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) the Senior Subordinated Notes Documents; (c) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Borrower entered into restrictions contained in the ordinary course of business; (d) any instrument governing Indebtedness incurred pursuant to clause (11) of the definition of “Permitted 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; (e) the Loan Documents; (f) agreements existing on the Second Restatement Date to the extent and in the manner such agreements are Bank Credit Facility as in effect on the Second Restatement Issue Date; ; (b) restrictions contained in the by-laws of SPA as in effect on the Issue Date; (c) consensual encumbrances binding upon any Person at the time such Person becomes a Subsidiary of the Company (unless the agreement creating such consensual encumbrance was entered into in connection with, or in contemplation of, such entity becoming a Subsidiary); (d) consensual encumbrances or restrictions under any agreement that refinances or replaces any agreement described in clauses (a) or (b) above; provided, that the terms and conditions of any such restrictions are no less favorable to the Holders than those under the agreement so refinanced or replaced; (e) customary nonassignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law; (f) restrictions imposed by law; (g) restrictions imposed on a Subsidiary pursuant to a bona fide contract for disposition of all or substantially all of the assets or 100% of the Capital Stock of such Subsidiary by the Company; (h) restrictions on the transfer of assets subject to any Lien Liens permitted under by this Agreement imposed by the holder of such Lien; Indenture; and (hi) restrictions imposed by any agreement to sell assets or Equity Interests permitted under this Agreement to any Person pending the closing of such sale; (i) any agreement or instrument governing Equity Interests of any Person that is acquired, so long as the restrictions in such agreement or instrument were not imposed solely in contemplation of such Person being so acquired; (j) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Second Restatement Date or permitted to be issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect indenture relating to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b), (d), (f), (i) and (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (n) customary provisions in joint venture and other similar agreements applicable solely to such joint venture and its subsidiaries; and (o) customary provisions in leases and other agreements entered into in the ordinary course of businessRI Notes.