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

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company Parent or any of its Restricted Subsidiaries Subsidiary on its Capital Stock or (ii) pay any Financial Indebtedness owed to the Company Parent or any of its Restricted SubsidiariesSubsidiary; (b) make loans or advances to the Company Parent or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Company Parent or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit FacilitiesFacilities or Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit FacilitiesFacilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Notes and the First Lien Notes Note Guarantees, (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Financial Indebtedness or Capital Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Financial Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Financial Indebtedness, such Financial Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Financial Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 4.14 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) guarantee any Indebtedness of the Company or any Restricted Subsidiary of the Company (provided that this clause (iii) shall apply only to Restricted Subsidiaries or that are Guarantors), (civ) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit the Bank Facilities, as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Bank Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenturehereof, (2b) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3c) applicable law or any applicable rule, regulation or order, (d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred created or entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by to be incurred under the terms of this Indenture to be incurredIndenture, (5e) by reason customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (civ) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assetsg), (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, refinanced and (12h) any Liens not prohibited by Section 4.12 contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor to dispose Capital Stock or assets of the assets subject to such Liens, or (13) applicable lawSubsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenturehereof, (2b) this Indenturethe AC-1 Credit Facility as in effect as of the date hereof, (c) Indebtedness incurred in accordance with clause (e) of Section 4.09 hereof, provided that any such encumbrances or restrictions contained in the agreements governing such Indebtedness do not encumber or restrict the ability of any Restricted Subsidiary of the Company to make any payments (as described in clauses (i) through (iii) above) in an amount sufficient for the Company to make the timely payment of interest on the Notes, (d) Indebtedness incurred in accordance with clauses (m) or (n) of the Subsidiary Guarantees second paragraph of Section 4.09 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company), (e) this Indenture and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionNotes, (4f) applicable law, (g) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5h) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6i) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7j) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, (8) customary provisions k) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9l) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, business and (10n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or an indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) pay dividends or make any other distributions to the Company on or any in respect of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; Stock, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries Holdings or (c) transfer any of its properties property or assets to the Company Holdings or any other Restricted Subsidiary of its Restricted SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of of: (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, applicable law; (2) this Indenture or the Note Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes ; (3) non-assignment provisions of any agreement for contract or any lease entered into in the sale or other disposition ordinary course of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired, provided that, in ; (5) agreements existing on the case of Indebtedness, such Indebtedness was permitted by the terms date of this Indenture to be incurred(including, without limitation, the Senior Credit Facilities); (56) by reason of customary provisions restricting the subletting or assignment of any lease or restrictions on the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in assets subject to any Lien permitted under this Indenture imposed by the ordinary course holder of business that impose restrictions of the nature described in clause (c) above on the property so acquired, such Lien; (7) customary provisions in agreements for restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the sale closing of property or assets, such sale; (8) customary provisions any agreement or instrument governing Capital Stock of any Person that is in agreements that restrict effect on the assignment date such Person is acquired by Holdings or a Restricted Subsidiary of such agreements or rights thereunder, Holdings; (9) provisions any Purchase Money Note, or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (10) other Indebtedness permitted to be incurred subsequent to the date of this Indenture pursuant to Section 4.09; provided that any such restrictions are ordinary and customary with respect to the disposition type of Indebtedness or distribution of assets preferred stock being incurred or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in issued (under the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, relevant circumstances); (1011) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) Permitted Refinancing Indebtedness, above; provided that the encumbrances and restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing good faith judgment of the Management Committee, no more restrictive with respect to such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject dividend or other payment restrictions prior to such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such . The foregoing shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indentureapplicable law, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4b) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, (c) customary non-assignment provisions in leases entered into in the case ordinary course of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredbusiness and consistent with past practices, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6d) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, or (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11e) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, refinanced or (12f) any Liens not prohibited by Section 4.12 Purchase Money Note, or other Indebtedness or contractual requirements of a Receivables Subsidiary, in each case, incurred in connection with a Qualified Receivables Transaction, provided that limit the right of the debtor to dispose of the assets subject such restrictions apply only to such Liens, or (13) applicable lawReceivables Subsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) pay dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any of its other Restricted Subsidiaries on its Capital Stock or Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of its such Restricted Subsidiaries; Subsidiary, (biii) make loans or advances to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of its such Restricted Subsidiaries Subsidiary or (civ) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. The foregoing provisions shall not prohibit any encumbrances or restrictions: (i) existing on the Closing Date in this Indenture or any other agreement in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 5.08, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary nor otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vi) incurred pursuant to any Restricted Subsidiary Indebtedness permitted under this Indenture, PROVIDED that the amount actually subject to such encumbrance or restriction shall not be taken into account when calculating the Consolidated EBITDA of such Person. Nothing contained in this Section 5.08 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 5.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Anvil shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) (a) pay dividends or make any other distributions to the Company Anvil or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Anvil or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company Anvil or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company Anvil or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the New Credit FacilitiesAgreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenture, (2c) this Indenture and the Senior Notes, (d) the Senior Preferred Stock, the Certificate of Designations, the Exchange Debentures and the Exchange Debenture Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3e) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4f) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Anvil or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, provided that, that the Consolidated EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredIndenture, (5g) by reason of customary non-assignment provisions restricting in leases and licenses entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6h) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7i) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect relating to the disposition financing of the acquisition of real or distribution tangible personal property acquired after the date of assets or property in any joint venture agreementthis Indenture; provided, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent that such encumbrance or restriction relates only to the transfer property which is acquired and in the case of the propertyany encumbrance or restriction that constitutes a Lien, or encumbers or restricts the assets, subject to such agreementLien constitutes a Purchase Money Lien, (10j) restrictions on cash any restriction or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions encumbrance contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained contracts for sale of assets permitted by this Indenture in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose respect of the assets subject being sold pursuant to such Liens, contract or (13k) applicable lawIndebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of such Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness, Credit Facilities, Facilities and Floor Plan Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesmore restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in such agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, Issue Date; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of customary provisions restricting Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the subletting foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or assignment extension agreement are not materially less favorable, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of any lease or the transfer of copyrighted or patented materials, Company; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of business, but ; (7) purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in each case only to clause (iii) of the extent preceding paragraph; provided that any such encumbrance or restriction relates is released to the transfer extent the underlying Lien is released or the related Indebtedness is repaid; (8) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the property, Capital Stock or encumbers or restricts substantially all of the assets, subject to such agreement, assets of that Subsidiary; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (119) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersmore restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (1210) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (12) customary provisions in joint venture agreements, asset purchase or sale agreements, stock sale agreements and other similar agreements; (13) applicable lawcustomary provisions restricting subletting or assignment of any lease, contract or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (14) restrictions on cash or other deposits or net worth, total assets, liquidity and similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business; and (15) covenants in Floor Plan Facilities customary for inventory and floor plan financing in the automobile retailing industry.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or an indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) pay dividends or make any other distributions to the Company on or any in respect of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; Stock, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries the Company or (c) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company, except for such encumbrances or restrictions existing under or by reason of of: (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, applicable law; (2) this the Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes ; (3) non-assignment provisions of any agreement for contract or any lease entered into in the sale or other disposition ordinary course of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) agreements existing on the date of the Indenture (including, provided thatwithout limitation, in the case Senior Credit Facilities); (6) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under the Indenture imposed by the terms holder of such Lien; (7) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale; (8) any agreement or instrument governing Capital Stock of any Person that is in effect on the date such Person is acquired by the Company or a Restricted Subsidiary of the Company; (9) any Purchase Money Note, or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (10) other Indebtedness permitted to be incurred subsequent to the date of this Indenture pursuant to be incurred, (5) by reason of Section 4.09; provided that any such restrictions are ordinary and customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition type of Indebtedness or distribution of assets preferred stock being incurred or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in issued (under the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, relevant circumstances); (1011) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) Permitted Refinancing Indebtedness, above; provided that the encumbrances and restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing good faith judgment of the Management Committee, no more restrictive with respect to such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject dividend or other payment restrictions prior to such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.,

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) (a) pay dividends or make any other distributions to the Company Holdings or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Holdings or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company Holdings or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the New Credit FacilitiesAgreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenture, (2c) the Senior Preferred Stock, the Certificate of Designations, the Exchange Debentures and this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4e) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, provided that, that the Consolidated EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredIndenture, (5f) by reason of customary non-assignment provisions restricting in leases and licenses entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7h) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect relating to the disposition financing of the acquisition of real or distribution tangible personal property acquired after the date of assets or property in any joint venture agreementthis Indenture; provided, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent that such encumbrance or restriction relates only to the transfer property which is acquired and in the case of the propertyany encumbrance or restriction that constitutes a Lien, or encumbers or restricts the assets, subject to such agreementLien constitutes a Purchase Money Lien, (10i) restrictions on cash any restriction or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions encumbrance contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained contracts for sale of assets permitted by this Indenture in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose respect of the assets subject being sold pursuant to such Liens, contract or (13j) applicable lawIndebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock Stock, or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries, or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the Issue Date, (b) the New Credit FacilitiesFacility, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement, or refinancings are not materially less favorable to no more restrictive in the holders of the Notes, taken as a whole, aggregate with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this IndentureFacility (or any successor facility thereof), (2c) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionGuarantees, (4d) applicable law, (e) any instrument regarding the sale, lease or purchase of any asset or governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason of customary non-assignment provisions restricting in licenses or leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) mortgages or other purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7h) customary provisions in agreements contracts for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions including restrictions with respect to a Restricted Subsidiary under an agreement for the sale or disposition of all the stock or distribution assets of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the propertyRestricted Subsidiary, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11i) Permitted Refinancing Indebtedness, ; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to no more restrictive in the Holders, taken as a whole, aggregate than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries, or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (1A) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) the provisions of agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable Indebtedness incurred pursuant to the holders clause (v) of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case second paragraph of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this IndentureSection 4.09, (2C) the Senior Credit Facility, this Indenture, the Notes, the Subsidiary Guarantees Exchange Notes, the 2002 Notes, the 2002 Indenture, the May 2003 Notes, the May 2003 Indenture, the December 2003 Notes, the December 2003 Indenture, the November 2004 Notes and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionNovember 2004 Indenture, (4D) applicable law, (E) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5F) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6G) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (ciii) above on of the property so acquiredpreceding paragraph, (7H) customary provisions Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts for the sale of property or assets, (8) including, without limitation, customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions restrictions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale a Subsidiary pursuant to an agreement or other similar agreement in each case that has been entered into in for the ordinary course sale or disposition of business, but in each case only to the extent such encumbrance all or restriction relates to the transfer substantially all of the property, Capital Stock or encumbers or restricts the assets, subject to assets of such agreementSubsidiary, (10J) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11L) Permitted Refinancing Indebtednesscustomary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (M) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to any agreement relating to Indebtedness Incurred by such Foreign Subsidiary; provided that such Indebtedness was permitted by the terms of the Indenture to be incurred, or (N) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and restrictions contained (iii) of the first paragraph under this covenant imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to good faith judgment of the HoldersCompany, no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedsuch contract, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject instrument or obligation prior to such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the followingto: (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (iiB) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness, as in effect on the date of the Indenture; (b) the Credit Facilities, Facility as in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to more restrictive in the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions aggregate than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this the Indenture, ; (2c) this Indenture, the Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes ; (3d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, applicable law; (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with with, or in contemplation of of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, ; (5f) by reason customary non-assignment provisions in leases and other agreements entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, business and consistent with past practices; (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, ; (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, ; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to no more restrictive in the Holders, taken as a whole, aggregate than those contained in the agreements governing the Indebtedness being refinanced, ; (12i) any Liens not prohibited by Section 4.12 an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor Equity Interests or property or assets of a Restricted Subsidiary; provided that such restrictions are limited to dispose the Restricted Subsidiary that is the subject of such agreement; or (j) restrictions applicable to any Foreign Subsidiary pursuant to Indebtedness permitted to be incurred pursuant to clause (x) of the assets subject second paragraph of Section 4.09 hereof; provided that such restrictions shall be limited to customary net worth, leverage, cash flow and other financial ratios applicable to such LiensForeign Subsidiary, customary restrictions on mergers and consolidations involving such Foreign Subsidiary, customary restrictions on transactions with affiliates of such Foreign Subsidiary and customary provisions subordinating the payment of intercompany Indebtedness owed by such Foreign Subsidiary to the Company or (13) applicable law.any of its Restricted

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or 33 40 restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date hereof, (b) the Senior Credit FacilitiesFacility as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, in whole or in part, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive in any material respect with respect to such dividend and other payment restrictions than those contained, contained in the case of Senior Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenturehereof, (2c) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason of customary nonassignment or net worth maintenance provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, or (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law. SECTION 4.09.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1i) agreements governing Existing Indebtedness and the Credit Facilities, Agreement as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2ii) this Indenture, the Notes, Notes and the Parent Guarantee and the Subsidiary Guarantees and the First Lien Notes Guarantee; (3iii) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, applicable law; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (v) customary non-assignment provisions in leases, licenses and supply contracts entered into in the ordinary course of business; (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) above on the property so acquired, of this Section 4.08; (7vii) customary provisions in agreements any agreement for the sale or other disposition of property the assets or assetsCapital Stock of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) customary provisions in agreements ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that restrict limit the assignment right of the debtor to dispose of the assets subject to such agreements or rights thereunder, Liens; (9x) provisions with respect to the disposition or distribution of assets or property in any joint venture agreementagreements, assets asset sale agreementagreements, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, ; (10xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (11xii) Permitted Refinancing Indebtedness, any agreement governing Indebtedness incurred after the date of this Indenture permitted under Section 4.09 hereof; provided that the encumbrances and restrictions contained in the agreements governing any such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersagreement, taken as a whole, are not less favorable to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced, Existing Indebtedness; or (12xiii) any Liens not prohibited encumbrances or restrictions imposed by Section 4.12 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that limit the right of the debtor to dispose of the assets subject such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such Liensdividend or other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: Company to (a)(ii) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the Credit FacilitiesFacility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenture, (2c) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, acquired or (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Financing Indebtedness are not materially less favorable to the Holders, taken as a wholeno more restrictive, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness, Credit Facilities, Facilities and Floor Plan Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesmore restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of customary provisions restricting Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the subletting foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or assignment extension agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of any lease or the transfer of copyrighted or patented materials, Company; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of business, but ; (7) purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in each case only to clause (iii) of the extent preceding paragraph; provided that any such encumbrance or restriction relates is released to the transfer extent the underlying Lien is released or the related Indebtedness is repaid; (8) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the property, Capital Stock or encumbers or restricts substantially all of the assets, subject to such agreement, assets of that Subsidiary; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (119) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersmore restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (1210) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (12) customary provisions in joint venture agreements, or asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (13) applicable lawcustomary provisions restricting subletting or assignment of any lease, contract or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (14) restrictions on cash or other deposits or net worth, total assets, liquidity and similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business; and (15) covenants in Floor Plan Facilities customary for inventory and floor plan financing in the automobile retailing industry.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the followingto: (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (iiB) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness, as in effect on the date of the Indenture; (b) the New Credit Facilities, Facility as in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided ; PROVIDED that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to no more restrictive in the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions aggregate than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this the Indenture, ; (2c) this Indenture, the Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes ; (3d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, applicable law; (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with with, or in contemplation of of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, ; PROVIDED that in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, ; (5f) by reason customary non-assignment provisions in leases and other agreements entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, business and consistent with past practices; (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, ; (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, provided ; PROVIDED that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to no more restrictive in the Holders, taken as a whole, aggregate than those contained in the agreements governing the Indebtedness being refinanced, ; (12i) any Liens not prohibited by Section 4.12 an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor Equity Interests or property or assets of a Restricted Subsidiary; PROVIDED that such restrictions are limited to dispose the Restricted Subsidiary that is the subject of such agreement; or (j) restrictions applicable to any Foreign Subsidiary pursuant to Indebtedness permitted to be incurred pursuant to clause (x) of the assets subject second paragraph of Section 4.09 hereof; PROVIDED that such restrictions shall be limited to customary net worth, leverage, cash flow and other financial ratios applicable to such LiensForeign Subsidiary, customary restrictions on mergers and consolidations involving such Foreign Subsidiary, customary restrictions on transactions with affiliates of such Foreign Subsidiary and customary provisions subordinating the payment of intercompany Indebtedness owed by such Foreign Subsidiary to the Company or (13) applicable lawany of its Restricted Subsidiaries upon the occurrence of a default in respect of Indebtedness of such Foreign Subsidiary or its Subsidiaries and/or events of insolvency with respect to such Foreign Subsidiary or its Subsidiaries; and PROVIDED FURTHER that in no event shall any Indebtedness incurred by a Foreign Subsidiary prohibit such Foreign Subsidiary from making any dividend or other distribution to the Company or its Restricted Subsidiaries or from otherwise making any loan to the Company or its Restricted Subsidiaries in the absence of a breach by such Foreign Subsidiary of the covenants contained in such Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit FacilitiesExisting Indebtedness as in effect on the Issue Date, (b) this Indenture and the Notes, and Indebtedness ranking pari passu with the Notes provided such provisions are no more restrictive than the Notes (c) the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofForeign Subsidiary Credit Agreement, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the restrictions contained in the Credit Agreement are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those containedcontained in a credit agreement with terms that are commercially reasonable for a borrower that has substantially comparable Indebtedness and provided, further, that no such provision in the case Credit Agreement shall prohibit or restrict the ability of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on any Restricted Subsidiary to pay dividends or make other upstream distributions or other payments to the date Company or any of this Indentureits Restricted Subsidiaries, (2d) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4e) any instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, (5f) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations (including pursuant to Purchase Money Indebtedness obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, constructed, leased or improved, (7h) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, (8) customary provisions i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or rights thereunderrefunded, (9j) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (k) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, and (10l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall and Parent will not, and shall will not permit any of its their Restricted Subsidiaries to, directly di- rectly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the followingto: (a)(i1) pay dividends or make any other distributions on its Capital Stock to Parent, the Com- pany or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Parent, the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its their Restricted Subsidiaries; (b2) make loans or advances to Parent, the Company or any of its their Restricted Subsidiaries Subsidiaries; or (c3) sell, lease or transfer any of its properties or assets to Parent, the Company or any of its their Restricted Subsidiaries, except for such . (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of: (1) contractual encumbrances or restrictions of Parent, the Company or any of their Re- stricted Subsidiaries in effect on the Issue Date, including pursuant to the Senior Credit Agreements, the 2026 Secured Notes Indenture, the 2024 Unsecured Notes Indenture, the 2026 Unsecured Notes Indenture and other documents relating to the Senior Credit Agreements, the 2026 Secured Notes Indenture, the 2024 Unsecured Notes Indenture and the 2026 Secured Notes Indenture; (2) this Indenture, the Notes, the Note Guarantees, the Security Documents, the First Priority Intercreditor Agreement and the ABL/Cash Flow Intercreditor Agreement; (3) agreements governing Credit Facilities, other Indebtedness permitted to be incurred under the provisions of Section 4.09 hereof and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundingsrefund- ings, replacements or refinancings thereof, of those agreements; provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the restrictions therein either (i) are not materially less favorable to the holders of the Notesmore restrictive, taken as a whole, with respect to such dividend and other payment restrictions Restricted Subsidiary than those containedcon- tained in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more dis- advantageous to Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith) and in the case of Credit Facilities, in agreements governing Credit Facilities, in clause (ii) either case as in effect on the date of this Indenture, (2x) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as determines (in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5good faith) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates will not affect the Company’s ability to make principal or interest pay- ments on the transfer Notes or (y) such encumbrances or restrictions apply only during the continuance of the property, a default in respect of payment or encumbers or restricts the assets, subject a financial maintenance covenant relating to such agreement, Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (134) applicable law., rule, regulation, order or requirement; -69-

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Indenture shall provide that the Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; Stock, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any a Restricted Subsidiary of its Restricted Subsidiaries the Company or (c) transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of of: (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, applicable law; (2) this the Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes ; (3) customary nonassignment provisions of any agreement for lease governing a leasehold interest of the sale Company or other disposition of Equity Interests in a any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending of the sale or other disposition, Company; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary of the Company, or the properties or assets of the Company or any PersonRestricted Subsidiary of the Company, other than the Person, or the property properties or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting agreements existing on the subletting or assignment of any lease or the transfer of copyrighted or patented materials, Issue Date; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, any Trade Receivable Facility; (7) customary nonassignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (118) Indebtedness of a Restricted Subsidiary permitted to be incurred under the Indenture or (9) Permitted Refinancing Indebtednessan agreement effecting a refinancing, provided modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6) or (8) above; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in the agreements governing any such Permitted Refinancing Indebtedness refinancing, replacement or substitution agreement are not materially less favorable to the HoldersCompany or Restricted Subsidiary, taken as a wholethe case may be, in any material respect in the reasonable judgment of the Board of Directors of the Company than those the provisions relating to such encumbrance or restriction contained in the agreements governing the Indebtedness being refinancedreferred to in such clause (2), (124), (5), (6) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law8).

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(x) pay dividends or make any other distributions to the Company or any of its the Restricted Subsidiaries of the Company (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of its Restricted Subsidiaries; the Company, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries of the Company or (ciii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of its Restricted Subsidiariesthe Company, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing the Existing Credit FacilitiesFacility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofthereof or any other Credit Facility, provided PROVIDED that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or refinancings other Credit Facilities are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Existing Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenture, (2b) this Indenture, the Notes, the Subsidiary Guarantees Indenture and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSecurities, (4c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided PROVIDED that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11g) Permitted Refinancing IndebtednessDebt, provided PROVIDED that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (12h) any Liens not prohibited by Section 4.12 other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that limit such encumbrances or restrictions are customary in connection with such documents and that the right terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the debtor Existing Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to dispose the distribution of revenues from such joint venture or other business venture, or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the assets property subject to such Liens, transaction or (13) applicable lawlease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or 53 53 assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit FacilitiesExisting Indebtedness as in effect on the date of the Indenture, (b) the Term Loan Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Term Loan Agreement as in effect on the date of this the Indenture, (2c) this Indenture, the Indenture and the Senior Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7f) customary non-assignment provisions in licenses, leases and agreements for the sale of relating to intellectual property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of businessbusiness and consistent with past practices, but in each case only (g) agreements relating to the extent financing of the acquisition of real or tangible personal property acquired after the date of the Indenture, provided that such encumbrance or restriction relates only to the transfer property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (h) any law or any governmental regulation or order or pursuant to any agreement or understanding with any regulatory body or agency; provided that, if such order would prevent the propertyCompany from making a payment under the Indenture, the Company has used its reasonable efforts to have any such order diminished or encumbers or restricts removed by any regulator authorized to do so and to obtain any exemptive orders from the assets, subject relevant regulator with respect to such agreement, (10) restrictions on cash encumbrance or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable restriction to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to extent such Liensexemptive orders are reasonably practicable under applicable laws and regulations, or (13i) applicable lawcontracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness Credit Facilities, Facilities and Floor Plan Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting the subletting or non-assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of business, but ; (6) purchase money obligations that impose restrictions on that property of the nature described in each case only to clause (iii) of the extent preceding paragraph; PROVIDED that any such encumbrance or restriction relates is released to the transfer extent the underlying Lien is released or the related Indebtedness is repaid; (7) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of Capital Stock or substantially all of the propertyassets of that Subsidiary; (8) Permitted Refinancing Indebtedness, or encumbers or restricts provided that the assetsrestrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens that limit the right of the debtor to dispose of the assets subject to such agreement, Liens; (10) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (11) customary provisions in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction (other than pursuant to this Indenture or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to do any of the followingto: (a)(i1) pay dividends or make any other distributions on its Capital Interests to the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiary; or (c3) transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiary. (b) However, except for such the preceding provisions shall not prohibit the following encumbrances or restrictions existing under or by reason of of: (1) agreements governing any encumbrance or restriction in existence on the Issue Date, including those under the Credit FacilitiesAgreement, the Bridge Facilities and the Existing Notes, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to refinancings, in the holders good faith judgment of the NotesCompany and conclusively evidenced by an Officer’s Certificate, are no more restrictive in any material respect, taken as a whole, with respect to such dividend and or other payment restrictions than those contained, contained in the case of Credit Facilities, in these agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, Issue Date or refinancings thereof; (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale encumbrance or other disposition of Equity Interests restriction which exists with respect to an acquired property in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the extent property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Indebtedness was incurred Person becomes a Restricted Subsidiary, but not created in connection with or in contemplation anticipation of such acquisition)Person becoming a Restricted Subsidiary, and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.not

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries, or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (1A) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) the Senior Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Exchange Notes, the May 1998 Indenture, the May 1998 Notes, the December 1998 Indenture, the December 1998 Notes, the 2002 Notes and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition2002 Indenture, (4D) applicable law, (E) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5F) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6G) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (ciii) above on of the property so acquiredpreceding paragraph, (7H) customary provisions Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts for the sale of property or assets, (8) including, without limitation, customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions restrictions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale a Subsidiary pursuant to an agreement or other similar agreement in each case that has been entered into in for the ordinary course sale or disposition of business, but in each case only to the extent such encumbrance all or restriction relates to the transfer substantially all of the property, Capital Stock or encumbers or restricts the assets, subject to assets of such agreementSubsidiary, (10J) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, or (11L) Permitted Refinancing Indebtedness, provided that the encumbrances customary provisions in joint venture agreements and restrictions contained other similar agreements entered into in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right ordinary course of the debtor to dispose of the assets subject to such Liens, or (13) applicable lawbusiness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing the New Credit FacilitiesFacility, (b) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole(c) applicable law or any applicable rule, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indentureregulation or order, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred created or entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary non-assignment provisions restricting in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with industry practices, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ce) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11g) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12h) any Liens not prohibited by Section 4.12 contracts for the sale of assets containing customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor to dispose Capital Stock or assets of such Restricted Subsidiary and (i) customary restrictions in security agreements or mortgages securing Indebtedness of the assets Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Liens, or (13) applicable lawsecurity agreements and mortgages.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness, Credit Facilities, Facilities and Floor Plan Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting the subletting or non-assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of business, but ; (6) purchase money obligations that impose restrictions on that property of the nature described in each case only to clause (iii) of the extent preceding paragraph; provided that any such encumbrance or restriction relates is released to the transfer extent the underlying Lien is released or the related Indebtedness is repaid; (7) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of Capital Stock or substantially all of the propertyassets of that Subsidiary; (8) Permitted Refinancing Indebtedness, or encumbers or restricts provided that the assetsrestrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens that limit the right of the debtor to dispose of the assets subject to such agreement, Liens; (10) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (11) customary provisions in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1i) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2ii) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3iii) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5v) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in 33 clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11vii) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12viii) any Liens not prohibited by Section 4.12 that limit restrictions contained in security agreements or mortgages to the right extent such restrictions restrict the transfer of the debtor to dispose of the property or assets subject to such Lienssecurity agreements or mortgages, (ix) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Restricted Subsidiary pending the closing of the sale of such sale or disposition, or (13x) applicable lawany restriction in any agreement that is not more restrictive than the restrictions in the Credit Facilities as in effect on the date of this Indenture and such restrictions contained in the Credit Facilities on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances en- -39- 47 cumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date hereof, (b) the Senior Credit FacilitiesFacility as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, in whole or in part, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive in any material respect with respect to such dividend and other payment restrictions than those contained, contained in the case of Senior Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenturehereof, (2c) this Indenture, the Notes, the Subsidiary Guarantees Notes and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSecurity Documents, (4d) any instrument governing applicable law, (e) Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided provided; that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason of customary nonassignment or net worth maintenance provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, or (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, ; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (2) the Credit FacilitiesAgreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancing thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to no more restrictive in the holders of the Notes, taken as a whole, aggregate with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenture, (23) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (34) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, that the EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsIndenture, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices, but in each case only to the extent such encumbrance or restriction relates to (7) restrictions on the transfer of the propertyproperty subject to purchase money or capitalized lease obligations otherwise permitted by clause (e) of Section 4.09 hereof, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted 8) permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to no more restrictive in the Holders, taken as a whole, aggregate than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed by it to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing the New Credit FacilitiesAgreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofthereof or any other Credit Facility, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or refinancings any other Credit Facilities are not materially less favorable to the holders of the Notes, no more restrictive taken as a whole, whole with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenture, (2b) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3c) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary non-assignment provisions restricting the subletting or in leases and customary provisions in other agreements that restrict assignment of any lease such agreements or rights thereunder, entered into in the transfer ordinary course of copyrighted or patented materialsbusiness, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11g) Permitted Refinancing IndebtednessDebt, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12h) any other security agreement, instrument or document relating to Senior Debt in effect after the date of this Indenture, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the New Credit Agreement, (i) Permitted Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13j) applicable lawcustomary provisions in joint venture agreements and other similar agreements relating to the distribution of revenue from such joint venture or other business venture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the followingto: (a)(i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such . (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of of: (1) agreements governing Existing Indebtedness and Credit Facilities, Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notesmore restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, the Subsidiary Guarantees Notes and the First Lien Notes Note Guarantees; (3) any agreement for the sale applicable law, rule, regulation or order (or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale governmental approval, license or other disposition, permit); (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting contained in leases, licenses and other similar agreements entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materials, business; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements and Capital Lease Obligations that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, property purchased or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.leased;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the followingthat is not a Guarantor to: (a)(i1) (a) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries that is a Guarantor on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (iib) pay any Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; (b2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries that is a Guarantor; or (c3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries, except for such Subsidiaries that is a Guarantor. The provisions of the first paragraph of this Section 4.08 shall not apply to encumbrances or restrictions existing under restrictions: (a) set forth in any agreement evidencing or by reason governing (i) Indebtedness of (1) agreements governing Credit Facilities, a Restricted Subsidiary that is not a Guarantor permitted to be incurred pursuant to Section 4.09 and any amendmentscorresponding organizational documents of any such Restricted Subsidiary structured as a special purpose entity incurring such Indebtedness, modifications(ii) Secured Indebtedness permitted to be incurred pursuant to Sections 4.09 and 4.12 if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the assets intended to secure such Indebtedness, restatements(iii) Indebtedness permitted to be incurred pursuant to the first paragraph of Section 4.09 and clauses (a), renewals(b), increases(n), supplements(q) (as it relates to Indebtedness in respect of the first paragraph of Section 4.09 and clauses (a), refundings(b), replacements (n), (o), (r), (u), (y), (oo) and/or (pp) of the second paragraph of Section 4.09), (o), (r), (u), (y), (mm), or refinancings thereof(oo) and/or (pp) of the second paragraph of Section 4.09 and (iv) any Permitted Receivables Financing solely with respect to the assets subject to such Permitted Receivables Financing; (b) arising under customary provisions restricting assignments, provided that such subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and amendmentsother agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, modificationstransfer of, restatementsagreement to transfer or grant of, renewalsany option or right with respect to any assets or Equity Interests not otherwise prohibited under this Indenture; (d) that are assumed in connection with any acquisition of property or the Equity Interests of any Person, increasesso long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries (including the Equity Interests of the relevant Person or Persons) 116 and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) set forth in any agreement for any disposition of any Restricted Subsidiary (or all or substantially all of the assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such disposition; (f) set forth in provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, supplementslimited liability company agreements, refundingsjoint venture agreements, replacements other organizational and governance documents and other similar agreements; (h) on cash, other deposits or refinancings net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such cash, other deposits or net worth or similar restrictions exist; (i) set forth (i) in documents that exist on the Issue Date, including pursuant to the Notes, the Note Guarantees, the Existing Notes, the Existing Notes Guarantees, this Indenture, the Existing Notes Indentures or (ii) in the Revolving Credit Facility, the Letter of Credit Facility, the Term Loan B Facility and the Term Loan A Facility, and, in each case, related documentation and related Derivative Transactions; (j) (y) arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Issue Date or (z) arising under customary separateness, bankruptcy remoteness and similar provisions included in governing or other documents related to entities structured as special purpose entities in anticipation of financing arrangements, acquisition of assets or similar transactions, in each case, if the relevant restrictions, taken as a whole (as determined in good faith by the Issuer) (i) are not materially less favorable to the holders of than the restrictions contained in the Notes, (ii) generally represent market terms at the time of incurrence or structuring, as applicable, taken as a whole, with respect to such dividend and other payment restrictions than those containedor (iii) would not, in the case good faith determination of Credit Facilitiessenior management of the Issuer, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition incurrence or structuring, as applicable, materially impair the Issuer’s ability to make payments under the Notes when due; (except k) arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit; (l) arising in any Hedge Agreement and/or any agreement relating to Banking Services; (m) relating to any asset (or all of the extent such Indebtedness was incurred assets) of and/or the Equity Interests of the Issuer and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with or in contemplation any disposition of such acquisition), which encumbrance asset (or restriction assets) and/or all or a portion of the Equity Interests of the relevant Person that is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted prohibited by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.Indenture;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: Company or the Company to (a)(ii)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilitiesthe Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend Existing Indebtedness and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date Issue Date and any future Liens that may be permitted to be granted under any other provisions of this the Indenture, (2b) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4c) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except with respect to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person or such Person's subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, (5d) restrictions of the nature described in clause (iii) above by reason of customary non-assignment provisions restricting in contracts, agreements, and leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7f) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions any restriction with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.Restricted

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Re- stricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the Senior Credit FacilitiesFacilities as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Senior Credit Facilities, in agreements governing Credit Facilities, in either case Facilities as in effect on the date of this Indenture, (2c) this Indenture, the Senior Subordinated Note Indenture, the Notes and the Senior Subordinated Notes, the Subsidiary Guarantees and the First Lien Notes (3d) applicable law or any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionorder, (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason customary non-assignment provisions in leases and other agreements entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7h) customary provisions in agreements any agreement for the sale of property or assetsa Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11i) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersno more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12j) any Liens not prohibited by secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described under Section 4.12 that limit limits solely the right of the debtor to dispose of the assets subject securing such Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (l) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business and (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, not materially more restrictive in the aggregate with respect to such Liensdividend and other payment restrictions than those (considered as a whole) contained in the dividend or other payment restrictions prior to such amend- ment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2b) agreements as in effect as of the date of this Indenture, (c) Indebtedness incurred in accordance with clause (g), (h), (i), (k) or (n) of the second paragraph of Section 4.09 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company) and provided further that the provisions of such Indebtedness do not prohibit payments by the Company of principal, premium, interest and Additional Amounts pursuant to the terms of the Notes and this Indenture, (d) this Indenture, the Notes and the Exchange Notes, the Subsidiary Guarantees and the First Lien Notes (3e) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4f) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5g) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6h) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7i) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, (8) customary provisions j) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9k) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (l) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, business and (10m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date hereof, (b) the Credit FacilitiesAgreement as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenturehereof, (2c) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, that the Consolidated Cashflow of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredIndenture, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7f) by reason of customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases and licenses entered into in the ordinary course of businessbusiness and consistent with past practices, but in each case only (g) agreements relating to the extent financing of the acquisition of real or tangible personal property acquired after the date hereof, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (h) applicable law or (i) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the property, or encumbers or restricts the assets, subject to closing of such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable lawsale.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits and payable to the Company and any of its Restricted Subsidiaries, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness and the New Credit Facilities, Facility as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notesfavorable, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting the subletting or non-assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property leases, licenses or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case contracts entered into in the ordinary course of business; (6) purchase money obligations that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph; (7) any agreement for the sale or other disposition of assets, but including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of that Subsidiary; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in each case only the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens that limit the right of the debtor to dispose of the extent assets subject to such Liens; (10) customary provisions in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) any such encumbrance or restriction relates with respect to the transfer of the property, or encumbers or restricts the assets, subject a Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such agreement, Foreign Subsidiary; (1012) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or ; (13) applicable lawany agreement governing the terms of any Indebtedness incurred pursuant to clause (i) of Section 4.09 hereof, provided, that (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction), any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith); and (14) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect that Receivables Facility.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of such Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness, Credit Facilities, Facilities and Floor Plan Facilities as in effect on the Issue Date or agreements entered into in connection with the LHM Acquisition and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesmore restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in such agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, Issue Date or otherwise entered into in connection with the LHM Acquisition; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or extension agreement are not materially less favorable, taken as a whole, to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that Holders than the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrenewed, (12) any Liens not prohibited by Section 4.12 that limit refunded, replaced, refinanced or extended in the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.good

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to do any of the followingto: (a)(ii) pay dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any of its other Restricted Subsidiaries on its Capital Stock or Subsidiary; (ii) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (biii) make loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary; or (civ) transfer any of its properties property or assets to the Company or any of its other Restricted Subsidiaries, except for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions restrictions: (i) existing under or by reason of (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to on the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, Closing Date in the case of Credit FacilitiesAgreement, in this Indenture or any other agreements governing Credit Facilities, in either case as in effect on the date of this IndentureClosing Date, (2) this Indentureand any modifications, the Notesextensions, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale refinancings, renewals, substitutions or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time replacements of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, agreements; provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals, substitutions or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being modified, extended, refinanced, renewed, substituted or replaced; (ii) contained in the agreements governing such Permitted Refinancing any Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.incurred under

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (2) the Credit FacilitiesAgreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancing thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to no more restrictive in the holders of the Notes, taken as a whole, aggregate with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenture, (23) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (34) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, that the EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsIndenture, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of businessbusiness and consistent with past practices, but in each case only to the extent such encumbrance or restriction relates to (7) restrictions on the transfer of the propertyproperty subject to purchase money obligations or Capital Lease Obligations otherwise permitted by clause (e) of Section 4.09 hereof, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted 8) permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to no more restrictive in the Holders, taken as a whole, aggregate than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit FacilitiesFacilities or Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit FacilitiesFacilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees, (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of such Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness, Credit Facilities, Facilities and Floor Plan Facilities as in effect on the Issue Date or agreements entered into in connection with the LHM Acquisition and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesmore restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in such agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, Issue Date or otherwise entered into in connection with the LHM Acquisition; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of customary provisions restricting Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the subletting foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or assignment extension agreement are not materially less favorable, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of any lease or the transfer of copyrighted or patented materials, Company; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of business, but ; (7) purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in each case only to clause (iii) of the extent preceding paragraph; provided that any such encumbrance or restriction relates is released to the transfer extent the underlying Lien is released or the related Indebtedness is repaid; (8) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the property, Capital Stock or encumbers or restricts substantially all of the assets, subject to such agreement, assets of that Subsidiary; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (119) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersmore restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (1210) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (12) customary provisions in joint venture agreements, asset purchase or sale agreements, stock sale agreements and other similar agreements; (13) applicable lawcustomary provisions restricting subletting or assignment of any lease, contract or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (14) restrictions on cash or other deposits or net worth, total assets, liquidity and similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business; and (15) covenants in Floor Plan Facilities customary for inventory and floor plan financing in the automobile retailing industry.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the followingCompany to: (a)(ii) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits; provided that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay Indebtedness owed to the Company or any of its Restricted Subsidiaries); (bii) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of of: (1a) Indebtedness or agreements governing Credit Facilities, or instruments outstanding on the Issue Date; (b) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in ; (c) the case of Credit Facilities, in agreements governing Credit Facilities, in either case Agreements as in effect on the date Issue Date; (d) applicable law or any applicable rule, regulation or order of this Indenture, any court or governmental authority; (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3e) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except with respect to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person or such Person’s subsidiaries, so acquired, provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5f) restrictions of the nature described in clause (iii) above by reason of customary non-assignment provisions restricting in contracts, agreements, and leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materials, business and consistent with past practices; (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, ; (7h) customary provisions in agreements any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of property Capital Stock or assetsassets of such Restricted Subsidiary pending the closing of such sale or disposition; (i) agreements or instruments relating to Liens permitted to be incurred pursuant to this Indenture that limit the right of the debtor to dispose of assets securing such Indebtedness; (j) customary encumbrances or restrictions contained in agreements entered into in connection with Hedging Obligations permitted from time to time under this Indenture; (k) any encumbrance or restriction existing under any instrument or agreement that amends, extends, renews, refinances or replaces the agreements or instruments containing the encumbrances or restrictions in the foregoing clauses (a), (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunderb), (9c), (e), (g) or this clause (k); provided that the terms and conditions of any such encumbrances or restrictions are not in the good faith judgment of the Company materially more restrictive than those contained in such agreement; (l) any other agreement or instrument governing Indebtedness or other obligations entered into after the Issue Date that either (A) contains encumbrances and restrictions that in the good faith judgment of the Company are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date or (B) contains encumbrances or restrictions that are customary and do not prohibit (except upon a default or an event of default thereunder) the payment of dividends, loans or advances in an amount sufficient, as determined by the Company in good faith, to make scheduled payments of cash interest and principal on the notes when due; and (m) provisions with respect to the disposition or distribution of assets or property in any partnership agreements, joint venture agreementagreements, assets asset sale agreementagreements, sale leaseback agreements, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuers will not, and shall will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(x) pay dividends or make any other distributions to the Company Issuers or any of its their Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company Issuers or any of its their Restricted Subsidiaries; , (bii) make loans or advances to the Company Issuers or any of its their Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company Issuers or any of its their Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the Issue Date, (b) the Credit FacilitiesFacility as in effect on the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend dividends and other payment payments restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this the Indenture, (2c) this Indenturethe terms of any Indebtedness permitted by the Indenture to be incurred by any Restricted Subsidiary of any of the Issuers, (d) the Indenture and the Senior Discount Notes, (e) the Subsidiary Guarantees Indenture under which the Senior Subordinated Notes will be issued and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSenior Subordinated Notes, (4f) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuers or any of its their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, (5g) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness, (6h) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11i) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersno more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12j) any Liens not prohibited by Section 4.12 contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor to dispose Capital Stock or assets of the assets subject to such Liens, Subsidiary or (13k) applicable lawlaw or any applicable rule, regulation or order.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date hereof, (b) agreements as in effect as of the date hereof, (c) Indebtedness incurred in accordance with clause (g), (h), (i), (k) or (n) of clause (ii) of Section 4.09 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company) and provided further that the provisions of such Indebtedness do not prohibit payments by the Company of principal, premium, interest and Additional Amounts pursuant to the terms of the Notes and this Indenture, (2e) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3f) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4g) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5h) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6i) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7j) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, (8) customary provisions k) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9l) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, business and (10n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date hereof, (b) the Senior Credit FacilitiesFacility as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, in whole or in part, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive in any material respect with respect to such dividend and other payment restrictions than those contained, contained in the case of Senior Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenturehereof, (2c) this Indenture, the Notes, the Subsidiary Guarantees Notes and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSecurity Documents, (4d) any instrument governing applicable law, (e) Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason nonassignment or net worth maintenance provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, or (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, ; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction (provided, that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction) on the ability of any such Restricted Subsidiary to do any of the followingto: (a)(i1) (i) pay dividends or make any other distributions to the Company Holdings or any of its Restricted Subsidiaries Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any of its Restricted SubsidiariesSubsidiary that is the Issuer or a Subsidiary Guarantor; (b2) make loans or advances to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any of its Restricted Subsidiaries Subsidiary that is the Issuer or a Subsidiary Guarantor; or (c3) sell, lease or transfer any of its properties or assets to Holdings or, in the Company case of a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, to any of its Restricted Subsidiaries, except for such Subsidiary that is the Issuer or a Subsidiary Guarantor. (b) Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of: (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements contractual encumbrances or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and Hedging Obligations and the related documentation and similar restrictions contained in any future credit facility or Hedging Obligations of this Indenture, or guaranteed by Holdings; (2) (i) this Indenture, the NotesNotes and the Note Guarantees and similar restrictions contained in the documentation entered into in connection with any future debt securities issued or guaranteed by Holdings and (ii) the Existing Secured Notes Indenture, the Subsidiary Guarantees Existing Secured Notes and the First Lien Notes guarantees thereof; (3) any agreement purchase money obligations for property acquired in the sale or other disposition ordinary course of Equity Interests business and capital lease obligations that impose restrictions of the nature discussed in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending Section 4.11(a)(3) on the sale or other disposition, property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or merged, amalgamated or consolidated with and into Holdings or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges, amalgamates or consolidates with or into Holdings or any of its Restricted Subsidiaries or assumed in connection with or the acquisition of assets from such Person (but, in any such case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson so acquired and its Subsidiaries, or the property or assets of the Person, Person so acquired and its Subsidiaries or the property or assets so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted 41 Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing the New Credit FacilitiesFacility, as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit FacilitiesFacility, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenturehereof, (2b) this Indenture, the Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3c) applicable law or any applicable rule, regulation or order, (d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred created or entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary non-assignment provisions restricting in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7g) customary provisions in agreements for the sale of property any Purchase Money Note, or assets, (8) customary provisions in agreements that restrict the assignment of such agreements other Indebtedness or rights thereunder, (9) provisions contractual requirements incurred with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only a Qualified Receivables Transaction relating to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreementa Receivables Subsidiary, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, refinanced and (12i) any Liens not prohibited by Section 4.12 contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor to dispose Capital Stock or assets of the assets subject to such Liens, or (13) applicable lawSubsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit FacilitiesExisting Indebtedness as in effect on the Issue Date, (b) this Indenture and the Notes, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, Indebtedness ranking pari passu with the Notes provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings provisions are not materially less favorable to the holders of no more restrictive than the Notes, (c) the Credit Agreement and any Foreign Subsidiary Credit Agreement; PROVIDED that the restrictions contained in the Credit Agreement are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those containedcontained in a credit agreement with terms that are commercially reasonable for a borrower that has substantially comparable Indebtedness; and PROVIDED, FURTHER, that no such provision in the case Credit Agreement shall prohibit or restrict the ability of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on any Restricted Subsidiary to pay dividends or make other upstream distributions or other payments to the date Company or any of this Indentureits Restricted Subsidiaries, (2d) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4e) any instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, ; PROVIDED that in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, (5f) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations (including pursuant to Purchase Money Indebtedness obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, constructed, leased or improved, (7h) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition; PROVIDED that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, (8) customary provisions i) Permitted Refinancing Indebtedness; PROVIDED that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or rights thereunderrefunded, (9j) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 5.11 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (k) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, and (10l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness, Credit Facilities, Facilities and Floor Plan Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of such instrument are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of customary provisions restricting Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the subletting foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or assignment extension agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of any lease or the transfer of copyrighted or patented materials, Company; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case leases entered into in the ordinary course of business, but ; (7) purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in each case only to clause (iii) of the extent preceding paragraph; provided that any such encumbrance or restriction relates is released to the transfer extent the underlying Lien is released or the related Indebtedness is repaid; (8) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the property, Capital Stock or encumbers or restricts substantially all of the assets, subject to such agreement, assets of that Subsidiary; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (119) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersno more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, ; (1210) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (12) customary provisions in joint venture agreements, or asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (13) applicable lawcustomary provisions restricting subletting or assignment of any lease, contract or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (14) restrictions on cash or other deposits or net worth, total assets, liquidity and similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business; and (15) covenants in Floor Plan Facilities customary for inventory and floor plan financing in the automobile retailing industry.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; (iii) guarantee any Indebtedness of the Company or any Restricted Subsidiary of the Company (provided that this clause (iii) shall apply only to Restricted Subsidiaries that are Subsidiary Guarantors); or (civ) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) loan agreements governing Credit Facilitiesand credit facilities as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notesrefinancings, taken as a whole, are no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in such loan agreements governing Credit Facilities, in either case and credit facilities as in effect on the date of this IndentureIssue Date, (2b) this Indenture, the Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3c) applicable law or any applicable rule, regulation or order, (d) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred created or entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by to be incurred under the terms of this Indenture to be incurredthe Indenture, (5e) by reason customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (civ) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11g) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, refinanced and (12h) any Liens not prohibited by Section 4.12 contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that limit has been entered into for the right sale or disposition of all or substantially all of the debtor to dispose Capital Stock or assets of the assets subject to such Liens, or (13) applicable lawSubsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company and Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company Company, Holdings or any of its the Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Company, Holdings or any of its the Restricted Subsidiaries; , (bii) make loans or advances to the Company Company, Holdings or any of its the Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company Company, Holdings or any of its the Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indentureapplicable law, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4b) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Company, Holdings or any of its the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5c) by reason of customary non-assignment provisions restricting in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6d) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7e) customary provisions in agreements existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company, Holdings or any Restricted Subsidiary not otherwise prohibited by this Indenture, (f) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property or assetsand assets of, such Restricted Subsidiary, (8) customary provisions in agreements that restrict g) Indebtedness of the assignment of such agreements or rights thereunderCompany and its Restricted Subsidiaries containing restrictions on dividends, distributions and other payments to Holdings and its Restricted Subsidiaries (other than the Company and its Restricted Subsidiaries), (9h) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing IndebtednessNew Credit Facility, provided that the encumbrances and such restrictions are no more restrictive than those contained in the agreements governing New Credit Facility as in effect on the Issue Date or such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, is no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1i) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2ii) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3iii) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5v) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11vii) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12viii) any Liens not prohibited by Section 4.12 that limit restrictions contained in security agreements or mortgages to the right extent such restrictions restrict the transfer of the debtor to dispose of the property or assets subject to such Lienssecurity agreements or mortgages, (ix) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Restricted Subsidiary pending the closing of the sale of such sale or disposition, or (13x) applicable lawany restriction in any agreement that is not more restrictive than the restrictions in the Credit Facilities as in effect on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company Parent or any of its Restricted Subsidiaries Subsidiary on its Capital Stock or (ii) pay any Financial Indebtedness owed to the Company Parent or any of its Restricted SubsidiariesSubsidiary; (b) make loans or advances to the Company Parent or any of its Restricted Subsidiaries Subsidiary or (c) transfer any of its properties or assets to the Company Parent or any of its Restricted SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit FacilitiesFacilities or Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit FacilitiesFacilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Notes and the First Lien Notes Note Guarantees, (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Financial Indebtedness or Capital Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Financial Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Financial Indebtedness, such Financial Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.,

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed by it to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing the New Credit FacilitiesFacility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofthereof or any other Credit Facility, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or refinancings any other Credit Facilities are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenture, (2b) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3c) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness, (6f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11g) Permitted Refinancing IndebtednessDebt, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness 59 53 Debt are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12h) any Liens not prohibited by Section 4.12 other security agreement, instrument or document relating to Senior Debt in effect after the date of this Indenture, provided that limit such encumbrances or restrictions are customary in connection with such documents and that the right terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the debtor New Credit Facility, (i) Permitted Liens, (j) customary provisions in joint venture agreements and other similar agreements relating to dispose the distribution of revenue from such joint venture or other business venture or (k) any agreement relating to a sale and leaseback transaction or capital lease, but only on the assets property subject to such Liens, transaction or (13) applicable lawlease and only to the extent that such restrictions and encumbrances are customary with respect to a sale and leaseback transaction or capital lease.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the followingto: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (iib) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit FacilitiesExisting Indebtedness, as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, thereof permitted hereunder; provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to no more restrictive in the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions aggregate than those contained, contained in the case of Credit FacilitiesExisting Indebtedness, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenturehereof; (b) the Credit Facility and any amendments, (2) this Indenturemodifications, the Notesrestatements, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale renewals, increases, supplements, refundings, replacements or other disposition of Equity Interests in a Restricted Subsidiary refinancings thereof permitted hereunder; provided that restricts distributions by that Restricted Subsidiary pending the sale such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, refinancings are no more restrictive in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, aggregate than those contained in the agreements governing Credit Facility as in effect on the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.date

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the Senior Credit FacilitiesFacilities as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Senior Credit Facilities, in agreements governing Credit Facilities, in either case Facilities as in effect on the date of this Indenture, (2c) the Senior Note Indenture, this Indenture, the Senior Notes and the Notes, the Subsidiary Guarantees and the First Lien Notes (3d) applicable law or any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionorder, (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason customary non-assignment provisions in leases and other agreements entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7h) customary provisions in agreements any agreement for the sale of property or assetsa Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11i) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersno more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12j) any Liens not prohibited by secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described in Section 4.12 that limit limits solely the right of the debtor to dispose of the assets subject securing such Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (l) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business and (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, not materially more restrictive in the aggregate with respect to such Liensdividend and other payment restrictions than those (considered as a whole) contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (1i) agreements governing the Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Facilities as in effect on the date of this IndentureIssue Date, (2ii) contractual encumbrances or restrictions as in effect on the Issue Date, including pursuant to Existing Indebtedness, (iii) this Indenture, Indenture and the Notes, the Subsidiary Exchange Notes, the Guarantees and the First Lien Notes Security Documents, (3iv) applicable law or regulation, (v) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, (vi) customary provisions in leases entered into in the case ordinary course of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredbusiness, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) above on of the property so acquiredpreceding paragraph, (7viii) customary provisions in agreements any agreement for the sale or other disposition of property or assets, (8) including, without limitation customary provisions in agreements restrictions with respect to a Restricted Subsidiary that restrict the assignment of such agreements restricts distributions by that Restricted Subsidiary pending its sale or rights thereunderother disposition, (9ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced, (x) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien, (xi) provisions with respect to the disposition or distribution of assets or property in any joint venture agreementagreements, assets sale agreementagreements, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11xiii) Permitted Refinancing Indebtednessother Indebtedness of any Restricted Subsidiary that is not a Domestic Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof, (xiv) any encumbrance or restrictions of the type referred to in clauses (a), (b) and (c) of the preceding paragraph imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above, provided that the encumbrances and restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are (in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to good faith judgment of the HoldersManagement Committee) no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinancedsuch contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Refinancing, (12xv) any Liens not prohibited by Section 4.12 that limit agreement relating to a sale and leaseback transaction or Capital Lease Obligation, but only on the right of the debtor to dispose of the assets property subject to such Lienstransaction or Capital Lease Obligation and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or Capital Lease Obligation, (xvi) any encumbrance or restriction that will not in the aggregate cause the Issuers not to have the funds necessary to pay the principal of, premium, if any, or interest on the Notes, and First-Lien Obligations, (13xvii) applicable lawthe subordination in right of payment of any intercompany obligations between the Company and its Restricted Subsidiaries to any unsubordinated Indebtedness; provided that any such intercompany obligations are subordinated to the Notes to at least the same extent as such intercompany obligations are subordinated to the other unsubordinated Indebtedness, (xviii) restrictions in any agreement with a non-Affiliate minority stockholder of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary requiring the consent of such minority shareholder to the payment of dividends, the payment of any Indebtedness of such Restricted Subsidiary, the making of loans or advances or the transfer of assets by such Restricted Subsidiary which require that such payments or transfers be made on a pro rata basis or (xix) any other agreement, instrument or document relating to Indebtedness other than Subordinated Obligations hereafter in effect, provided that the terms and conditions of such encumbrances or restrictions are not more restrictive than those encumbrances or restrictions imposed as part of the First-Lien Obligations under the Credit Agreement as in effect on the Issue Date.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1i) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2ii) this Indenture, Indenture and the Notes, the Subsidiary Guarantees and the First Lien Notes (3iii) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5v) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11vii) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12viii) any Liens not prohibited by Section 4.12 that limit restrictions contained in security agreements or mortgages to the right extent such restrictions restrict the transfer of the debtor to dispose of the property or assets subject to such Lienssecurity agreements or mortgages, (ix) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or (13) applicable law.disposition

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2b) agreements as in effect as of the date of this Indenture, (c) Indebtedness or any agreement pursuant to which such Indebtedness was issued, incurred in accordance with clause (g), (h), (i), (k) or (n) of the second paragraph of Section 4.09 hereof, provided that such (A) encumbrances or restrictions are customary with respect to such types of Indebtedness (as 59 59 determined in good faith by the Chief Financial Officer of the Company), (B) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to pay principal, premium, interest and Additional Amounts pursuant to the terms of the Securities and this Indenture, (d) this Indenture, the Notes, the Subsidiary Guarantees Securities and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionExchange Securities, (4e) applicable law, (f) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired, provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5g) in the case of clause (iii) of the first paragraph of this Section 4.08, (A) existing by reason virtue of any transfer of, agreement to transfer, option or right to transfer with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (B) arising or agreed in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or Restricted Subsidiary to the Company or any Restricted Subsidiary, and that the Board of Directors determines will not materially affect the Company's ability to pay principal, premium, interest and Additional Amounts pursuant to the terms of the Securities and this Indenture, (h) customary non-assignment provisions restricting entered into in the ordinary course of business in leases, licenses and other contracts to the extent the provisions restrict the transfer, sublicensing or any license or subletting or assignment of any lease or the transfer assignment of copyrighted or patented materialsrights under such contract, (6i) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7j) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, (8) customary provisions k) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9l) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, business and (10n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11o) Permitted Refinancing Indebtednessrestrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors are necessary or advisable to effect such Receivables Facility; provided, however, that such restrictions apply only to such Receivables Entity; or (p) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (o) above, provided that the encumbrances and restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing good faith 60 60 judgment of the Board of Directors, no more restrictive with respect to such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject dividend or other payment restrictions prior to such Liensamendments, modifications, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to do any of the followingto: (a)(i1) pay dividends or make any other distributions to permitted by applicable law on any Equity Interests of such Restricted Subsidiary owned by the Company or any of its Restricted Subsidiaries on its Capital Stock or Subsidiaries; (ii2) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; Subsidiary; (b3) make loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary; or (c4) transfer any of its properties property or assets to the Company or any of its other Restricted Subsidiaries, except for such Subsidiary. (b) The restrictions in Section 4.07(a) hereof will not restrict any encumbrances or restrictions existing under or by reason of restrictions: (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Note Guarantees, and any other agreement, including the Park Loan Documents, the Existing Indentures and the First Lien Notes (3) any agreement for Existing Notes, as the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as same are in effect at on the time Issue Date, and any extensions, refinancings, renewals or replacements of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, agreements; provided that, that in the case of Indebtednessany such extensions, refinancings, renewals or replacements of such Indebtedness was permitted agreements, the related encumbrances or restrictions either (i) do not materially impair the ability of the Issuers to satisfy their obligations to make payments on the Notes when due (as determined in good faith by the terms of Company) or (ii) are substantially similar or less restrictive, in the aggregate, to the encumbrances and restrictions set forth in the Park Loan Documents; (2) imposed under any applicable documents or instruments pertaining to any current or future Secured Indebtedness permitted under this Indenture (and relating solely to be incurred, assets constituting collateral thereunder or cash proceeds from or generated by such assets or direct or indirect ownership of Persons obligated thereunder); (53) existing under or by reason of customary provisions restricting the subletting applicable law, rule, regulation or assignment of any lease order; (4) on cash, Cash Equivalents or the transfer of copyrighted other deposits or patented materials, (6) purchase money obligations for property acquired in net worth imposed under contracts entered into the ordinary course of business that impose business, including such restrictions of the nature described in clause imposed by customers or insurance, surety or bonding companies; (c5) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreementa Foreign Subsidiary, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only business or pursuant to the extent terms of Indebtedness of a Foreign Subsidiary that was Incurred by such encumbrance or restriction relates to Foreign Subsidiary in compliance with the transfer terms of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.this Indenture;

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (x) on its Capital Stock or (iiy) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the Credit FacilitiesAgreement and all related Senior Bank Debt documents as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Agreement as in effect on the date of this Indenture, (2c) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionNotes, (4d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, that the Consolidated Cash Flow of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredIndenture, (5f) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7h) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12i) customary restrictions imposed on the transfer of copyrighted or patented materials and customary provisions in agreements that restrict the assignees of such agreements or any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liensrights thereunder, or (13j) applicable lawrestrictions with respect to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary to do any of the followingSubsidiaries to: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Stock Subsidiaries, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities, Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided PROVIDED that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notesfavorable, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, ; (2) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3) applicable law and any agreement for the sale applicable rule, regulation or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or created in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5) by reason of customary provisions restricting the subletting or non-assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property leases, licenses or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case contracts entered into in the ordinary course of business; (6) purchase money obligations that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph; (7) any agreement for the sale or other disposition of assets, but including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of that Subsidiary; (8) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in each case only the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens that limit the right of the debtor to dispose of the extent assets subject to such Liens; (10) customary provisions in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) any such encumbrance or restriction relates with respect to the transfer of the property, or encumbers or restricts the assets, subject a Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such agreement, Foreign Subsidiary; (1012) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or ; (13) applicable lawany agreement governing the terms of any Indebtedness incurred pursuant to Section 4.09 hereof, PROVIDED, HOWEVER, that (i) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (y) the Company determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith); and (14) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect that Receivables Facility.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit FacilitiesExisting Indebtedness as in effect on the Issue Date, (b) this Indenture, the Notes and the Exchange Notes, and Indebtedness ranking PARI PASSU with the Notes provided such provisions are no more restrictive than the Notes (c) the Credit Agreement and any amendmentsForeign Subsidiary Credit Agreement, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the restrictions contained in the Credit Agreement are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those containedcontained in a credit agreement with terms that are commercially reasonable for a borrower that has substantially comparable Indebtedness and PROVIDED, FURTHER, that no such provision in the case Credit Agreement shall prohibit or restrict the ability of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on any Restricted Subsidiary to pay dividends or make other upstream distributions or other payments to the date Company or any of this Indentureits Restricted Subsidiaries, (2d) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4e) any instrument governing Indebtedness or Capital Stock of a Person or assets acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; PROVIDED, provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred, (5f) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations (including pursuant to Purchase Money Indebtedness obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, constructed, leased or improved, (7h) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, PROVIDED that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, (8) customary provisions i) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or rights thereunderrefunded, (9j) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (k) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, and (10l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries, or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (1A) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) the Senior Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Exchange Notes, the 1997 Indenture, the 1997 Notes, the May 1998 Indenture, the May 1998 Notes, the December 0000 Xxxxxxxxx and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionDecember 1998 Notes, (4D) applicable law, (E) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5F) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6G) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (ciii) above on of the property so acquiredpreceding paragraph, (7H) customary provisions Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts for the sale of property or assets, (8) including, without limitation, customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions restrictions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale a Subsidiary pursuant to an agreement or other similar agreement in each case that has been entered into in for the ordinary course sale or disposition of business, but in each case only to the extent such encumbrance all or restriction relates to the transfer substantially all of the property, Capital Stock or encumbers or restricts the assets, subject to assets of such agreementSubsidiary, (10J) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, or (11L) Permitted Refinancing Indebtedness, provided that the encumbrances customary provisions in joint venture agreements and restrictions contained other similar agreements entered into in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right ordinary course of the debtor to dispose of the assets subject to such Liens, or (13) applicable lawbusiness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2b) agreements as in effect as of the date of this Indenture, (c) Indebtedness incurred in accordance with clause (g), (h), (i), (k) or (n) of the second paragraph of Section 4.09 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company) and provided further that the provisions of such Indebtedness do not prohibit payments by the Company of principal, premium, interest and Additional Amounts pursuant to the terms of the Notes and this Indenture, (e) this Indenture, the Notes and the Exchange Notes, the Subsidiary Guarantees and the First Lien Notes (3f) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4g) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5h) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6i) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7j) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, (8) customary provisions k) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9l) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, business and (10n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the followingto: (a)(ii)(a) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of the Indenture, (b) the New Credit FacilitiesFacility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of New Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this Indenture, (2c) this Indenture, the Notes, the Subsidiary Guarantees Notes and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionNote Guarantee, (4d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5f) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12i) customary restrictions imposed on the transfer of copyrighted or patented materials and customary provisions in agreements that restrict the assignees of such agreements or any Liens not prohibited by Section 4.12 that limit the right rights thereunder or (j) restrictions with respect to a Subsidiary of the debtor Issuer imposed pursuant to dispose a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets subject to of such Liens, or (13) applicable lawSubsidiary.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries, or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (1A) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) the Senior Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Exchange Notes, the December 1998 Indenture, the December 1998 Notes, the 2002 Notes, the 2002 Indenture, the May 2003 Notes, the May 2003 Indenture, the December 2003 Notes and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionDecember 2003 Indenture, (4D) applicable law, (E) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5F) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6G) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (ciii) above on of the property so acquiredpreceding paragraph, (7H) customary provisions Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts for the sale of property or assets, (8) including, without limitation, customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions restrictions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale a Subsidiary pursuant to an agreement or other similar agreement in each case that has been entered into in for the ordinary course sale or disposition of business, but in each case only to the extent such encumbrance all or restriction relates to the transfer substantially all of the property, Capital Stock or encumbers or restricts the assets, subject to assets of such agreementSubsidiary, (10J) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, or (11L) Permitted Refinancing Indebtedness, provided that the encumbrances customary provisions in joint venture agreements and restrictions contained other similar agreements entered into in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right ordinary course of the debtor to dispose of the assets subject to such Liens, or (13) applicable lawbusiness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of (1i) agreements governing Existing Indebtedness and the Credit Facilities, Facilities as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such agreements and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained, contained in the case of Credit Facilities, in those agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, hereof; (2ii) this Indenture, the Notes, Notes and the Subsidiary Guarantees and the First Lien Notes Guarantees; (3iii) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, applicable law; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, ; (5v) by reason customary non- assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, business and consistent with past practices; (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on of the property so acquired, preceding paragraph; (7vii) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition; (viii) Permitted Refinancing Indebtedness and Permitted Redeemable Stock, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness and Permitted Redeemable Stock are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) customary provisions in agreements ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that restrict limit the assignment right of the debtor to dispose of the assets subject to such agreements or rights thereunder, Liens; (9x) provisions with respect to the disposition or distribution of assets or property in any joint venture agreementagreements, assets asset sale agreementagreements, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, ; and (10xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1) agreements governing Credit FacilitiesFacilities or Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit FacilitiesFacilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes, the Subsidiary Guarantees Exchange Notes issued in connection with the Registered Exchange Offer and the First Lien Notes Subsidiary Guarantees, (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or an indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ia) pay dividends or make any other distributions to the Company on or any in respect of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; Stock, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries Holdings or (c) transfer any of its properties property or assets to the Company Holdings or any other Restricted Subsidiary of its Restricted SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of of: (1) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, applicable law; (2) this Indenture, the Debentures, the New Notes, the New Note Indenture, the Old Notes, the Old Note Indenture, the Old Debentures, the Old Debentures Indenture and any Guarantees issued by any Subsidiary Guarantees and of Holdings under the First Lien Notes Old Note Indenture or the New note Indenture; (3) non-assignment provisions of any agreement for contract or any lease entered into in the sale or other disposition ordinary course of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) agreements existing on July 22, provided that, in 1998; (6) the case Credit Facilities; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred, (5) by reason of customary provisions restricting any Person pending the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (7) customary provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment closing of such agreements or rights thereunder, sale; (9) provisions any agreement or instrument governing Capital Stock of any Person that is in effect on the date such Person is acquired by Holdings or a Restricted Subsidiary of Holdings; (10) any Purchase Money Note, or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness permitted to be incurred subsequent to July 22, 1998 pursuant to Section 4.09; provided that any such restrictions are ordinary and customary with respect to the disposition type of Indebtedness or distribution of assets preferred stock being incurred or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in issued (under the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, relevant circumstances); (1012) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) the Fourth Liens; and (14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (111) Permitted Refinancing Indebtedness, through (13) above; provided that the encumbrances and restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing good faith judgment of the Management Committee, no more restrictive with respect to such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject dividend or other payment restrictions prior to such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (13) applicable lawrefinancing.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Credit Facilities, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case Existing Indebtedness as in effect on the date of this Indenture, (2b) agreements as in effect as of the date of this Indenture, (c) Indebtedness incurred in accordance with clause (g), (h), (i), (k) or (n) of the second paragraph of Section 4.9 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company) and provided further that the provisions of such Indebtedness do not prohibit payments by the Company of principal, premium, interest and Additional Amounts pursuant to the terms of the Notes and this Indenture, (d) this Indenture, the Notes and the Exchange Notes, the Subsidiary Guarantees and the First Lien Notes (3e) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionapplicable law, (4f) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5g) by reason customary non-assignment provisions in leases entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6h) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) above on the property so acquired, (7i) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assetsother disposition, (8) customary provisions j) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9k) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (l) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, business and (10m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: Company to (a)(ii)(X) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (ii2) with respect to any other interest or participation in, or measured by, its profits, or (Y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (1a) agreements governing the Senior Credit FacilitiesFacility as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained, contained in the case of Senior Credit Facilities, in agreements governing Credit Facilities, in either case Facility as in effect on the date of this IndentureIssue Date, (2b) this Indenture, the Notes, the Subsidiary Guarantees Indenture and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSecurities, (4c) applicable law, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5e) by reason of customary non-assignment provisions restricting in leases entered into in the subletting or assignment ordinary course of any lease or the transfer of copyrighted or patented materialsbusiness, (6f) capital leases, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) above on the property so acquired, (7g) customary provisions in agreements for the sale Indebtedness of property or assetsSubsidiary Guarantors, (8) customary provisions in agreements provided that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect Indebtedness was permitted to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only be incurred pursuant to the extent such encumbrance or restriction relates to the transfer of the propertythis Indenture, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11h) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(i) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; , (b) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (1a) agreements governing Existing Indebtedness as in effect on the date of this Indenture, (b) the New Credit FacilitiesFacility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements (c) this Indenture and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole(d) applicable law and any applicable rule, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indentureregulation or order, (2) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3e) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or created in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5f) by reason customary non-assignment provisions in leases and contracts entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ce) above on the property so acquired, (7h) customary provisions in agreements contracts for the sale of property or assets, (8) including, without limitation, customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions restrictions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale a Subsidiary pursuant to an agreement or other similar agreement in each case that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the ordinary course agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of businessthe Issuer's board of directors, but in each case only not materially less favorable, taken as a whole, to the extent such encumbrance or restriction relates to the transfer Holders of the property, or encumbers or restricts Notes than those contained in the assets, subject to such agreementagreements governing the Indebtedness being refinanced, (10j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness, (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11l) Permitted Refinancing Indebtednessother Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant to the provisions of Section 4.09 hereof, provided that the encumbrances (m) customary provisions in joint venture agreements and restrictions contained other similar agreements entered into in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holdersordinary course of business, taken as a wholeand (n) restrictions created in connection with any Receivables Facility that, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right good faith determination of the debtor to dispose board of directors of the assets subject Issuer, are necessary or advisable to effect such Liens, or (13) applicable lawReceivables Facility.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Stock profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances to the Company or any of its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to Xxxxxxx-Xxxxx Group and to encumbrances or restrictions existing under or by reason of (1i) agreements governing Existing Indebtedness and the Credit Facilities, Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially less favorable to the holders of the Notesno more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those containedcontained in such Existing Indebtedness, in the case of Credit Facilities, in agreements governing Credit Facilities, in either case as in effect on the date of this Indenture, (2ii) this Indenture, the Notes, the Subsidiary Guarantees and the First Lien Notes (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionMortgage Notes, (4iii) applicable law, (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5v) by reason customary non-assignment provisions in leases or other agreements entered into in the ordinary course of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materialsbusiness and consistent with past practices, (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (ciii) above on of the property so acquiredpreceding paragraph, (7vii) customary provisions in agreements any agreement for the sale or other disposition of property a Restricted Subsidiary or assetsall or substantially all of the assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition, (8) customary provisions viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements that restrict governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the assignment of such agreements or rights thereundergoverning the Indebtedness being refinanced, (9ix) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien, (x) provisions with respect to the disposition or distribution of assets or property in any joint venture agreementagreements, assets sale agreementagreements, stock sale agreement or agreements and other similar agreement in each case agreements entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, subject to such agreement, (10xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (11xii) Permitted Refinancing Indebtednesspermitted mortgage or construction financing that imposes restrictions on the property acquired or improved, provided that (xiii) encumbrances or restrictions imposed by amendments to the encumbrances and restrictions contained contracts, agreements or obligations referred to in the agreements governing such Permitted Refinancing Indebtedness are foregoing clauses (i) through (xii) if not materially less favorable to the Holders, taken as a whole, than those contained more restrictive in the agreements governing aggregate than the Indebtedness being refinancedcontract, agreement or obligation in question prior to its amendment, (12xiv) any Liens not prohibited by protective liens filed in connection with sale-leaseback transactions permitted under Section 4.12 that limit the right 4.17 hereof and (xv) Indebtedness permitted to be incurred pursuant to clauses (xi), (xiii) and (xv) of the debtor to dispose third paragraph of the assets subject to such Liens, or (13) applicable lawSection 4.09 hereof.