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

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a1) restrictions imposed by the Securities Notes or this Indenture or by the Company's other indebtedness of the Company Indebtedness (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees); provided, as applicable, provided that such restrictions are no not materially more restrictive than those imposed by this Indenture and the Securities, Notes; (b2) restrictions imposed by applicable law, ; (c3) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, Existing Indebtedness; (d4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (e5) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to clause (c) of Section 4.11 provided 4.11; provided, that such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, ; (f6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold; (g7) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to clause (a) of Section 4.11 provided 4.11; provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and ; (h) 8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a1), (c3), (4) or (d7) or this clause (8) of this paragraph that are not materially more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced; and (9) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor practice and (b) Liens permitted under any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves may be considered a restriction subject to customary restrictions on the ability of the applicable Subsidiary transfer or disposition thereof pursuant to transfer such agreement or assets, as the case may beLien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf ofto, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions Date or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions restrictions, in each case case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than to the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (ed) any such restriction or requirement imposed by Indebtedness incurred of the Company and its Subsidiaries under the Credit Revolver Agreement pursuant (including any Indebtedness issued to Section 4.11 refinance, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Credit Revolver Agreement in effect as of the Issue Date, (fe) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, ; provided that such restrictions apply solely to the Equity Interests Capital Stock or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (hf) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), clause (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding , (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the foregoing, neither (a) customary provisions restricting subletting Company which was or assignment is incurred solely in connection with the securitization of any lease entered into Customer Receivables in the ordinary course of business, business consistent with industry practice, nor past practice and (bh) Liens any Lien permitted under by the terms provisions of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not and the Guarantors shall not, and shall will not permit any of their its Subsidiaries to, to directly or indirectlyindirectly create or otherwise cause, createincur, assume assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of the Company (a) to pay dividends or to make any other distributions to distribution on any shares of capital stock of (or on behalf of, other ownership or 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 on behalf of, the Company or any profit interest in) such Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired owned by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with (b) to pay or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, prepay or to subordinate any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant owed to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition any of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a)its Subsidiaries, (c) to make loans or advances to the Company or any of its Subsidiaries or (d) to transfer any of its property or assets to the Company or any of its Subsidiaries; PROVIDED, HOWEVER, that nothing in any of clauses (a) through (d) of this paragraph that are not more restrictive than those being replaced Section 9.8 shall prohibit or restrict: (i) this Agreement and do not apply to the other Note Documents; (ii) any other person agreements in effect on the date of this Agreement and described on Schedule 9.8 attached hereto; (iii) any applicable law, rule or assets than those that would have been covered by regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the restrictions payment of dividends in certain circumstances); (iv) in the Indebtedness so refinanced. Notwithstanding case of clause (d) of this Section 9.8, any agreement setting forth customary restrictions on the foregoingsubletting, neither assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (v) in the case of clause (d) of this Section 9.8, any holder of a Lien otherwise permitted to exist under clause (v) or (vi) of Section 9.2 (a) from restricting on customary provisions restricting subletting or assignment terms the transfer of any lease entered into in the ordinary course of business, consistent with industry practice, nor property or assets subject thereto; and (bvi) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage any agreement evidencing Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction outstanding on the ability date a Person first becomes a Subsidiary of the applicable Subsidiary to transfer Company; PROVIDED that such agreement or assets, as was not created in contemplation of the case may beacquisition of such Person by the Company.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, not and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume create or suffer otherwise cause to exist become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends in cash or make any other distributions distribution on its capital stock to or on behalf of, or 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 on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesRestricted Subsidiary, (b) restrictions imposed by applicable lawpay any indebtedness owed to the Company or any other Restricted Subsidiary, (c) existing restrictions under Indebtedness outstanding on the Issue Datemake loans, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, assetadvances, or business acquired by capital contributions to the Company or any other Restricted Subsidiary, or (d) transfer any of its Subsidiariesproperties or assets to the Company or another Restricted Subsidiary, which restrictions except in each case instance (i) as set forth in the instrument evidencing or the agreement governing Acquired Indebtedness of any acquired Person which becomes a Restricted Subsidiary, provided, that any restriction or encumbrance under such instrument or agreement existed at the time of acquisition, were was not put in place in connection with or in anticipation of such acquisition acquisition, and are is not applicable to any personPerson, other than the person Person or property or assets of the Person so acquired; (ii) customary provisions of any lease or license of the Company or any Restricted Subsidiary relating to the property covered thereby and entered into in the ordinary course of business; (iii) any encumbrance or restriction arising under applicable law; (iv) any encumbrance or restriction arising under this Indenture, the Credit Facility, or to any property, asset other indebtedness or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of agreements existing on the Issue Date, ; (fv) any restrictions with respect solely to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all the stock, business, assets or substantially all of the Equity Interests or assets properties of such Restricted Subsidiary; (vi) any encumbrance or restriction arising under the terms of purchase money obligations, provided such restrictions apply solely but only to the Equity Interests extent such purchase money obligations restrict or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to prohibit the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness so acquired; (vii) any encumbrance or Mortgage Indebtedness, as applicable and restriction arising under customary non-assignment provisions in installment purchase contracts; (hviii) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) any encumbrance or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable any Restricted Subsidiary to transfer any of its property acquired after the date of this Indenture to the Company or any other Restricted Subsidiary that is required by a lender to, or purchaser of any indebtedness of, such Restricted Subsidiary in connection with a financing of the acquisition of such property (including with respect to the purchase of asset portfolios and pursuant to the underwriting or origination of mortgage loans) by such Restricted Subsidiary; and (ix) any encumbrance or restriction pursuant to any agreement that extends, refinances, renews or assetsreplaces any agreement described in the foregoing clauses (i) through (viii); and except with respect to clause (d) only, as restrictions in the case may beform of Liens which are not prohibited under Section 1010 and which contain customary limitations on the transfer of collateral.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company (i) to pay pay, directly or indirectly, dividends or make any other distributions to in respect of its Capital Stock or on behalf of, or to pay any Indebtedness or other obligation owed to the Company or on behalf of, or otherwise any other Subsidiary of the Company; (ii) to transfer assets or property to or on behalf of, or make or pay loans or advances to the or on in behalf of, of Company or any Subsidiary of the Company; or (iii) to transfer any of its property or assets to or in behalf of the Company or any Subsidiary of the Company, except except: (a) restrictions imposed by the Securities Notes or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU pari passu with the Securities or the guarantees, as applicableNotes, provided such restrictions are no not materially more restrictive than those imposed by this Indenture and the Securities, Notes, (b) restrictions imposed by applicable law, , (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit AgreementPrincipal Subsidiary Notes, or under other indebtedness of a Subsidiary ranking pari passu with the Principal Subsidiary Notes or a guarantee thereof, provided such restrictions are not materially more restrictive than those imposed by the Principal Subsidiary Indenture and the Principal Subsidiary Notes, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 in accordance with this Indenture, provided such restriction or requirement is no not materially more restrictive than that imposed by the CIT Credit Agreement Facility as of the Issue Date, , (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to paragraph (a) of Section 4.11 1008, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) ), (d), (e), or (dg) of this paragraph section that are not materially more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Wholly Owned Subsidiaries shall not, and shall not permit any of their Subsidiaries that are Wholly Owned Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any such Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Wholly Owned Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Subsidiary Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Subsidiary Guarantors) ranking senior or PARI PASSU pari passu with the Securities or the guaranteesGuarantees, as applicable, provided such restrictions are no not materially more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 in accordance with this Indenture, provided such restriction or requirement is no not materially more restrictive than that imposed by the CIT Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.11 4.11, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c), (d), (e) or (dg) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.4.12

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a1) restrictions imposed by the Securities Notes or this Indenture or by the Company's other indebtedness of the Company Indebtedness (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with to the Securities Notes or the guaranteesGuarantees, as applicable; provided, provided that such restrictions are no more restrictive than those imposed by this Indenture and the Securities, Notes; (b2) restrictions imposed by applicable law, ; (c3) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, Existing Indebtedness; (d4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (e5) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to clause (b) of Section 4.11 provided 4.11; provided, that such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, ; (f6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold; and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h7) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a1), (c3) or (d4) or this clause (7) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf ofto, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions Date 57 66 or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions restrictions, in each case case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than to the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (ed) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to paragraph (c) of Section 4.11 hereof, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement in effect as of the Issue Date, (fe) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests Capital Stock or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (hf) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), clause (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ag) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor practice and (bh) Liens any Lien permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with by Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Relevant Company and the Guarantors shall not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create, assume create or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Share Capital or with respect to any other interest or on behalf ofparticipation in, or measured by, its profits or reserves, to the Relevant Company or any of the Relevant Company’s Restricted Subsidiaries, or pay any obligation indebtedness owed to the Relevant Company or on behalf of, or otherwise to transfer assets or property to or on behalf of, or any of the Relevant Company’s Restricted Subsidiaries; (ii) make or pay loans or advances to or on behalf of, the Relevant Company or any Subsidiary of the Relevant Company, except ’s Restricted Subsidiaries; or (aiii) restrictions imposed by transfer any of its properties or assets to the Securities Relevant Company or this Indenture or by other indebtedness any of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, Relevant Company’s Restricted Subsidiaries. (b) However, the preceding restrictions imposed will not apply to encumbrances or restrictions existing under or by reason of: (i) the Senior Notes Indenture, existing Financial Indebtedness, the Security Documents, the Notes, the Subordinated Notes and the Senior Notes Indenture Security Documents; (ii) applicable law, ; (ciii) existing restrictions under any instrument governing Financial Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation or Share Capital of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the a Relevant Company or any of its Subsidiaries, which restrictions Restricted Subsidiaries as in each case existed effect at the time of acquisition, were not put in place such acquisition (except to the extent such Financial Indebtedness was incurred in connection with or in anticipation contemplation of such acquisition and are acquisition), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any Person, other than the person acquiredPerson, or to any propertythe property or assets of the Person, asset or business, other than the property, assets and business so acquired, (e) any provided that, in the case of Financial Indebtedness, such restriction or requirement imposed by Financial Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed was permitted by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) terms of this paragraph that are not more restrictive than those being replaced and do not apply Agreement to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither be incurred; (aiv) customary non-assignment provisions restricting subletting or assignment of any lease in leases entered into in the ordinary course of business, business and consistent with then current industry practice, nor practices; (bv) Liens permitted under purchase money obligations for property acquired in the terms ordinary course of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction business that impose restrictions on the ability transfer or encumbrance of the applicable property so acquired; (vi) any agreement for sale or other disposition of a Restricted Subsidiary that restricts distributions or transfers or assets by such Restricted Subsidiary pending the consummation or such sale or other disposition; and (vii) Security Interests securing Financial Indebtedness otherwise permitted to transfer be incurred pursuant to Clause 19.9 (Limitation on Security Interests) that limit the right of the Relevant Company or any of its Restricted Subsidiaries to dispose of the assets subject to such agreement or assets, as the case may beencumbrance.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, directly or indirectly, create, assume incur or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company (i) to pay dividends or make other distributions to or on behalf of, or (ii) to pay any obligation to or on behalf of, or (iii) to otherwise to transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a) restrictions imposed by the Securities Notes or this Indenture or by the Company’s Senior Debt or other indebtedness of the Company Indebtedness (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU pari passu with the Securities Notes or the guaranteesGuarantees, as applicable; provided, provided that such restrictions are no more restrictive in any material respect than those imposed by this Indenture and the Securities, Notes; (b) restrictions imposed by applicable law, ; (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, Existing Indebtedness; (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement incurred pursuant to Section 4.11 provided 4.11; provided, that such restriction or requirement is no more restrictive in any material respect than that imposed by the Credit Agreement as of the Issue Date, ; (f) restrictions with respect solely to a Subsidiary any of the Company Company’s Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold; (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness not incurred pursuant to Section 4.11 provided in violation of this Indenture; provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and ; and (h) in connection with and pursuant to permitted Refinancingsrefinancings, replacements the replacement of restrictions imposed pursuant to clauses (a), (c), (d) or (dg) or this clause (h) of this paragraph Section 4.12 that are not more restrictive in any material respect than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ai) there may exist customary provisions restricting subletting or assignment of any lease or restricting disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, in each case entered into in the ordinary course of business, consistent with industry practice, nor practice and (bii) Liens permitted under any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves may be considered a restriction subject to customary restrictions on the ability of the applicable Subsidiary transfer or disposition thereof pursuant to transfer such agreement or assets, as the case may beLien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any of the Subsidiary of the Company (w) to pay dividends or make other distributions to or on behalf of, or (x) to pay any obligation to or on behalf of, or (y) otherwise to transfer assets or property to or on behalf of, or (z) to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except its Subsidiaries except: (a1) restrictions imposed by the Securities Notes or this Indenture or by the Company's other indebtedness of the Company Indebtedness (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with to the Securities Notes or the guaranteesGuarantees, as applicable; provided, provided that such restrictions are no more restrictive than those imposed by this Indenture and the Securities, Notes. (b2) restrictions imposed by applicable law, , (c3) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, Existing Indebtedness, (d4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (e5) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to clause (c) of Section 4.11 provided 4.11; provided, that such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, , (f6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g7) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Capital Expenditure Indebtedness incurred pursuant to clause (a) of Section 4.11 provided 4.11; provided, that such restrictions relate only to the transfer of the property acquired financed with the proceeds of such Purchase Money Indebtedness or Mortgage Capital Expenditure Indebtedness, as applicable and and (h) 8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a1), (c3), (4) or (d7) or this clause (8) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, and (9) solely with respect to Non-Guarantor Subsidiaries, restrictions under the organizational documents governing such Subsidiary: (a) with respect to existing Non-Guarantor Subsidiaries, existing on the Issue Date, and (b) with respect to Non-Guarantor Subsidiaries created after the Issue Date: (i) prohibiting such Subsidiary from guaranteeing Indebtedness of the Company or another Subsidiary, (ii) on dividend payments and other distributions solely to permit pro rata dividends and other distributions in respect of any Equity Interests of such Subsidiary, and (iii) with respect to clauses (y) and (z) above, limiting such transactions to those with terms that are fair and reasonable to such Subsidiary and no less favorable to such Subsidiary than could have been obtained in an arm's length transaction with an unrelated third party. Notwithstanding the foregoing, neither in the case of clause (ay) above, encumbrances or restrictions (A) that restrict in a customary provisions restricting subletting manner the subletting, assignment or assignment transfer of any lease property or asset that is subject to a lease, license or similar contract entered into in the ordinary course of business, consistent or the assignment or transfer of any lease, license or contract entered into in the ordinary course of business, (B) by virtue of any transfer of, agreement to transfer, option or right with industry practicerespect to, nor (b) Liens permitted under or Lien on, any property or assets of the terms of Company or any Subsidiary not otherwise prohibited by this Indenture on in respect of the assets subject thereto or (C) contained in security agreements or mortgages securing Senior Debt, Purchase Money Indebtedness, Indebtedness to the extent such encumbrances or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and restrictions restrict the transfer of themselves the property subject to such security agreements or mortgages may be considered a restriction subject to customary restrictions on the ability of the applicable Subsidiary transfer or disposition thereof pursuant to transfer such agreement or assets, as the case may beLien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other ▇▇▇▇- dard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors Borrower shall not, and shall not permit any Primary Obligor, any of their Subsidiaries its other Subsidiaries, any Mid-Tier Company (in each case, whether in existence as of the date of initial issuance of the Notes or thereafter formed or acquired), or any Existing S Co. to, directly or indirectly, create, assume or otherwise cause or suffer to exist or to become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to such Person to: (i) pay any dividends or make any other distributions distribution on its Stock or other Equity Interests to Borrower, any of its Subsidiaries or any Secondary Obligor; (ii) make payments on behalf of, or in respect to pay any obligation Indebtedness owed to Borrower or on behalf of, any other Subsidiary of Borrower or otherwise to transfer assets or property to or on behalf of, or any Secondary Obligor; or (iii) make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company Borrower or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, Subsidiaries or to guarantee Indebtedness of Borrower or any propertyother Subsidiary of Borrower; other than, asset or business, other than in the property, assets and business so acquiredcase of (i), (eii) any such restriction or requirement imposed and (iii), (1) Permitted Restrictions on payment of dividends by Indebtedness incurred FC Holdings existing under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, agreements listed on Schedule 8.19 ; (f2) restrictions with respect solely to a Subsidiary of the Company or Secondary Obligor imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to (which term may include the Equity Interests or assets capital stock) of such Subsidiary or Secondary Obligor provided that such restrictions terminate upon the closing of such sale or disposition or termination of such agreement ; (3) to the extent the same result in restrictions of non-cash in-kind distributions of such assets, restrictions on the transfer by any Secondary Obligor of non-cash assets which are being sold subject to Permitted Liens; (g4) restrictions on transfer contained in Purchase Money Indebtedness existing under any agreement which refinances or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer replaces any of the property acquired with agreements containing the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) restrictions in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c1) or (d) 5), provided that the terms and conditions of this paragraph that any such restrictions are not materially less favorable to the Lenders or materially more restrictive burdensome to the applicable Person bound thereby than those being replaced and do not apply under the agreement evidencing or relating to the Indebtedness refinanced; (5) Permitted Restrictions on payment of dividends by an Existing S Co. under a loan agreement listed on Schedule 10.19 to which such Existing S Co. is a party; (6) in the case of any other person or assets than those that would have been covered PFAL Portfolio Entity, restrictions thereon on the payment of dividends permitted by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither Portfolio Acquisition Loan Agreement-Existing; (a7) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction Permitted Restrictions on the ability payment of the applicable Subsidiary to transfer dividends by a Portfolio Entity Post- AE other than a PFAL Portfolio Entity under credit agreements under which such agreement or assets, as the case may bePortfolio Entity Post-AE is a borrower; and (8) restrictions under this Agreement.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on behalf ofits Capital Stock or (2) with respect to any other interest or participation in, or to measured by, its profits, or (b) pay any obligation Indebtedness owed to the Company or on behalf ofany of its Subsidiaries, or otherwise to transfer assets or property to or on behalf of, or (ii) make or pay loans or advances to or on behalf of, of the Company or any Subsidiary of its Subsidiaries or (iii) transfer any of its properties or assets to or on behalf of the CompanyCompany or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) restrictions imposed by Existing Indebtedness as in effect on the Securities or date of this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by this Indenture, (c) applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired instrument governing Indebtedness not incurred in violation or Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company or any of its Subsidiaries, which restrictions Subsidiaries as in each case existed effect at the time of acquisition, were not put in place such acquisition (except to the extent incurred in connection with or in anticipation contemplation of such acquisition and are or in violation of Section 4.11, which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any Person, other than the person acquiredPerson, or to any propertythe property or assets of the Person, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained customary non-assignment provisions in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases entered into in the ordinary course of business, consistent with industry practice(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above solely on the property so acquired, nor (bg) Liens permitted under Permitted Refinancing Indebtedness, PROVIDED that the terms restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in and do not apply to any other assets or person than was covered by the agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement, the U.K. Credit Agreements and future Foreign Company credit agreements, including related documentation as the same is in effect on the date of this Indenture on assets securing Senior Debtand as amended or replaced from time to time, Purchase Money IndebtednessPROVIDED that no such future Foreign Company credit agreement and no such amendment or replacement is more restrictive as to the matters enumerated above than the Credit Agreement, the U.K. Credit Agreements (in the case of amendments or Mortgage Indebtedness incurred replacements thereof) and related documentation as in accordance with Section 4.11 shall in and of themselves be considered a restriction effect on the ability date of this Indenture. Nothing contained in this Section 4.12 shall prevent the Company or any Subsidiary of the applicable Subsidiary Company from creating, incurring, assuming or suffering to exist any Permitted Liens or entering into agreements in connection therewith that impose restrictions on the transfer or disposition of the property or assets subject to such agreement or assets, as the case may bePermitted Liens.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities Notes or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU pari passu with the Securities or Notes (and the guarantees, as applicable), provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesNotes, (b) restrictions imposed by applicable law, (c) existing restrictions under the Existing Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreementand Permitted Non-Recourse Vessel Indebtedness, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 4.11, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided further such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.11 4.11, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets other than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Debt or Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or to make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Companyits Subsidiaries, except except: (a1) restrictions imposed by the Securities or Notes, the Guarantees, this Indenture or by other indebtedness of the Company Collateral Agreements; (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b2) restrictions imposed by applicable law, ; (c3) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, Existing Indebtedness; (d4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, ; (e5) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement Facility pursuant to Section 4.11 provided 4.11; provided, that such restriction or requirement is no more 57 restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, ; (f6) restrictions with respect solely to a Subsidiary any of the Company Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold; and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h7) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a1), (c3) or (d4) or this clause (7) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither encumbrances or restrictions (a) that restrict in a customary provisions restricting subletting manner the subletting, assignment or assignment transfer of any lease property or asset that is the subject of any lease, license or similar contract entered into in the ordinary course of business, consistent with industry practiceor the assignment or transfer of any lease, nor license or contract entered into in the ordinary course of business, (b) Liens permitted under by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the terms of Company or any Subsidiary not otherwise prohibited by this Indenture on in respect of the assets securing Senior Debt, Purchase Money Indebtednesssubject thereto, or Mortgage (c) contained in security agreements or mortgages securing Indebtedness incurred in accordance with Section 4.11 shall in and to the extent such encumbrances or restrictions restrict the transfer of themselves the property subject to such security agreements or mortgages, may be considered a restriction subject to customary restrictions on the ability of the applicable Subsidiary transfer or disposition thereof pursuant to transfer such agreement or assets, as the case may beLien.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company and the Guarantors shall Borrower will not, and shall will not permit any of their its Subsidiaries to, directly or indirectly, create or permit to become effective any consensual encumbrance or restriction on the ability of any of such Subsidiaries to: (i) pay dividends or make any other distributions on its Capital Stock to the Borrower or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Borrower or any of its Subsidiaries; (ii) make loans or advances to the Borrower or any of its Subsidiaries; (iii) sell, lease or transfer any of its properties or assets to the Borrower or any of its Subsidiaries; or (iv) create, incur, assume or suffer to exist any consensual restriction on Lien upon any of its properties or revenues, whether now owned or hereafter acquired, to secure the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or 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 on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, Loan Document Obligations. (b) However, Section 7.17(a) will not apply to encumbrances or restrictions imposed existing under or by reason of: (i) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Agreement; (ii) the Loan Documents, the Collateral Agreements and the other Pari Passu Documents; (iii) applicable law, rule, regulation or order; (civ) existing restrictions under any instrument governing Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation or Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company Borrower or any of its Subsidiaries, which restrictions Subsidiaries as in each case existed effect at the time of acquisition, were not put in place such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in anticipation contemplation of such acquisition and are acquisition), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any Person, other than the person acquiredPerson, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests property or assets of such Subsidiarythe Person, so acquired; provided such restrictions apply solely to that, in the Equity Interests or assets case of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to such Indebtedness was permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) by the terms of this paragraph that are not more restrictive than those being replaced and do not apply Agreement to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither be Incurred; (av) customary non-assignment provisions restricting subletting or assignment of any lease in contracts and licenses entered into in the ordinary course of business; (vi) purchase money obligations for property acquired in the ordinary course of business, consistent with industry practicemortgage financings and Capital Lease Obligations that impose restrictions on the transfer or sale of the property purchased or mortgaged or leased, nor which limitation is applicable only to the assets that are the subject of such agreements; (bvii) without duplication of subclause (ix) below, any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (viii) Liens permitted to be Incurred under Section 7.13 that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) without duplication of subclause (vii) above, provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (x) 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; (xi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ii), (iv) and (vi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (xii) any encumbrance or restriction contained in the terms of this Indenture on assets securing Senior Debtany Indebtedness that is permitted to be Incurred subsequent to the Closing Date pursuant to Section 7.16 or any agreement pursuant to which such Indebtedness was issued; provided that, Purchase Money Indebtednessat the time such Indebtedness is Incurred, either (1) such encumbrance or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in restriction is customary for financings of the same type, and such restrictions would not reasonably be expected to materially impair the Borrowers' ability to make scheduled payments of themselves be considered a restriction interest and principal on the ability Loans when due as determined in good faith by a Financial Officer or (2) restrictions therein are not materially more restrictive, taken as a whole, than those contained in the Loan Documents as in effect on the Closing Date, as determined in good faith by a Financial Officer; and (xiii) encumbrances or restrictions of the applicable Subsidiary nature described in Section 7.17(a)(iii) with respect to transfer property under any Collateral Vessel Contract or any other charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such agreement or assets, as the case may beproperty.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company and the Guarantors Parent shall not, and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume create or suffer permit to exist become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock to the Parent or on behalf ofany Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any obligation Indebtedness owed to the Parent or on behalf of, or otherwise to transfer assets or property to or on behalf of, or any Restricted Subsidiary; (ii) make or pay loans or advances to or on behalf of, the Company Parent or any Subsidiary Restricted Subsidiary; or (iii) sell, lease or transfer any of its properties or assets to the Company, except (a) restrictions imposed by the Securities Parent or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, any Restricted Subsidiary. (b) However, Section 7.17(a) shall not apply to customary encumbrances or restrictions imposed existing under or by reason of: (i) agreements governing Existing Indebtedness; (ii) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Agreement; (iii) the Loan Documents and the Collateral Agreements; (iv) applicable law, rule, regulation or order; (cv) existing restrictions under any instrument governing Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation or Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company Parent or any of its Subsidiaries, which restrictions Restricted Subsidiary as in each case existed effect at the time of acquisition, were not put in place such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in anticipation contemplation of such acquisition and are acquisition), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any Person, other than the person acquiredPerson, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests property or assets of such Subsidiarythe Person, so acquired; provided such restrictions apply solely to that, in the Equity Interests or assets case of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to such Indebtedness was permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) by the terms of this paragraph that are not more restrictive than those being replaced and do not apply Agreement to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither be Incurred; (avi) customary non-assignment provisions restricting subletting or assignment of any lease in contracts and licenses entered into in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business, consistent with industry practicemortgage financings and Capital Lease Obligations, nor in each case that impose restrictions on the property purchased or mortgaged or leased of the nature described in Section 7.17(a)(iii); (bviii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (ix) Liens permitted to be Incurred under Section 7.13 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (xi) 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; (xii) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (5) and (7) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (xiii) any encumbrance or restriction contained in the terms of this Indenture on assets securing Senior Debtany Indebtedness that is permitted to be Incurred subsequent to the Restructuring Effective Date pursuant to Section 7.16 or any agreement pursuant to which such Indebtedness was issued; provided that, Purchase Money Indebtednessat the time such Indebtedness is Incurred, (1) such encumbrance or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in restriction is customary for financings of the same type and (2) such restrictions do not impair the Borrowers' ability to make scheduled payments of themselves be considered a restriction interest and principal on the Loans when due or the Guarantors' ability to make payment under its Guarantee Agreement, as determined in good faith by a Financial Officer of the applicable Subsidiary Parent; and (xiv) encumbrances or restrictions of the nature described in Section 7.17(a)(iii) with respect to transfer property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such agreement or assets, as the case may beproperty.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except except: (a) restrictions imposed by the Securities Debentures or this Indenture or by other indebtedness Indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU pari passu with the Securities or the guarantees, as applicableDebentures, provided such restrictions are no not materially more restrictive than those imposed by this Indenture and the Securities, Debentures, (b) restrictions imposed by applicable law, , (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, , (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisitionAcquisition, were not put in place in connection with or in anticipation of such acquisition Acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 in accordance with this Indenture, provided such restriction or requirement is no not materially more restrictive than that imposed by the Revolving Credit Agreement Facility as of the Issue Date, , (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to paragraph (a) of Section 4.11 1008, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) ), (d), (e), or (dg) of this paragraph section that are not materially more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except except: (a) restrictions imposed by the Securities Debentures or this Indenture or by other indebtedness Indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU pari passu with the Securities or the guarantees, as applicableDebentures, provided such restrictions are no not materially more restrictive than those imposed by this Indenture and the Securities, Debentures, (b) restrictions imposed by applicable law, , (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, , (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition101 Acquisition, were not put in place in connection with or in anticipation of such acquisition Acquisition and are not applicable to any personPerson, other than the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, , (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 in accordance with this Indenture, provided such restriction or requirement is no not materially more restrictive than that imposed by the Revolving Credit Agreement Facility as of the Issue Date, , (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to paragraph (a) of Section 4.11 1008, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) ), (d), (e), or (dg) of this paragraph section that are not materially more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, to create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility or other then-existing credit facilities of the Company as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 5.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.