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

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to (a) pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock owned by the Company or advances any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary; (ii) to make loans or advances to the CompanyCompany or any other Restricted Subsidiary; or (ciii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company, except for Company and outstanding on such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions date and not created in anticipation of any contract or any lease governing becoming a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)Subsidiary, which encumbrance or restriction is not applicable to any Person, other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewal, other refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the Person provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or the properties lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of the Person merged or consolidated with or so acquired or any a Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendmentsotherwise permitted hereunder, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply but only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property or asset subject to such Capitalized Lease Obligationsmortgage, security agreements or mortgageslease agreement; (14F) in the case of clause (iii) above, customary nonassignment provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of businessbusiness consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (15G) contracts entered into in the ordinary course of business, not relating any restriction with respect to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets a Subsidiary of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to in clause (2), (4), (5), (8), (11), (12) a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or (13) aboveLiens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, however, that the Company determines in good faith that the provisions relating to such encumbrance or restriction contained in at the time any such Indebtedness agreement is entered into (i) are no less favorable customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company in and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred which by its terms permits payments to in such clause (2), (4), (5), (8), (11), (12) the Company to the extent needed to pay dividends on any Dividend Payment Date or (13)as otherwise required hereunder.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) the Credit Agreement; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (45) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (56) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock purchase money obligations for property acquired in the ordinary course of any Person business that is impose restrictions of the nature discussed in clause (c) above on the property so acquired; (8) Indebtedness contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or other contractual requirements disposition of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that all or substantially all of the Capital Stock or assets of such restrictions apply only to such Securitization EntityRestricted Subsidiary; (9) Liens secured Indebtedness otherwise permitted to be incurred in accordance with the covenant described under pursuant to Section 4.184.04 and Section 4.14; (10) restrictions on cash or customary provisions in joint venture agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), 1) through (4), (5), (8), (11), (12) or (1310) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), clauses; or (12) an agreement governing Indebtedness permitted to be incurred pursuant to Section 4.04; provided that the provisions relating to such -------- encumbrance or (13)restriction contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Credit Agreement as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (4) any instrument governing a leasehold interest of Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person merged so acquired; provided, however, that such Acquired Indebtedness was not incurred in connection with, or consolidated with in anticipation or so acquired contemplation of an acquisition by the Company or any Subsidiary of such Personthe Restricted Subsidiary; (5) agreements existing on the Issue Date to (including, without limitation, the extent New Credit Facility and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue DateMerger Agreement); (6) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (7) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) 8) any agreement or instrument governing Capital Stock of any Person that is acquiredacquired after the Issue Date; (8) 9) Indebtedness or other contractual requirements of a Securitization Receivables Entity in connection with a Qualified Securitization Receivables Transaction; provided that such restrictions apply only to such Securitization EntityReceivables Entity and such Restricted Subsidiary is engaged in the Qualified Receivables Transaction; (9) Liens incurred in accordance with the covenant described under Section 4.18; or (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness effecting a refinancing, replacement or substitution of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aA) pay cash dividends or make any other distributions cash distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (bB) make loans or advances or to pay any Indebtedness or (other obligation than Subordinated Indebtedness) owed to the Company or any other Guarantor, (C) make any Investment in the Company or any Restricted Subsidiary of the Company; in whole or in part or (cD) transfer (excluding Liens) any of its property properties or assets to the Company or any other Restricted Subsidiary. However, this covenant will not prohibit any encumbrance or restriction (1) pursuant to an agreement in effect on the date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the CompanyCompany on the date of this Indenture, except for in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances or and restrictions existing under or by reason of: (1) are not applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of to the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement of the Company or any Guarantor governing any Indebtedness permitted by clauses (i) or (iii) of the definition of Permitted Indebtedness and as to such clause (iii) as to the assets (and the proceeds thereof) financed with the proceeds of, or used to finance, such Indebtedness; (4) contained in any manner material Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to Subsidiaries so long as such encumbrance or restriction contained was not entered into in any such Indebtedness contemplation of the acquisition, merger or consolidation transaction; (5) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are no less favorable fair to the Company in the reasonable determination of the Board of Directors or other transactions (in compliance with the terms of this Indenture) which could not reasonably be expected to impair the ability of the Company to timely pay the Securities or to otherwise perform its obligations under this Indenture or the Securities; and (6(6) pursuant to any agreements effecting the ViSalus Recapitalization (it being understood that, for the avoidance of doubt, nothing contained herein shall, or shall be interpreted to, mean that ViSalus will be a Subsidiary of the Company upon the consummation of the ViSalus Mandatory Exchange (as defined in the Consent Agreement) and it is acknowledged that upon such consummation ViSalus will not be a Subsidiary of the Company); and (7) under any agreement that extends, renews, refinances or replaces in whole or in part the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (56), or in this clause (67), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as determined by a whole than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) make loans or advances or to pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries, (iv) grant Liens in favor of Holders of Notes or (v) guarantee the CompanyNotes, except in each case for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Company; Indenture and listed on Schedule C attached thereto, (4b) the New Credit Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increase, supplements, refunding, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increase, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Agreement in effect on the date of the Indenture, (c) the Indenture and the Notes, (d) applicable law, (e) any agreements existing 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 any merger such acquisition (except to the extent such Indebtedness was incurred in connection with or consolidation with any Person, acquisition of any Person or the properties or assets in contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary acquired, (f) by reason of such Person; (5) agreements customary non-assignment provisions in existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts future leases entered into in the ordinary course of business; business and consistent with past practices, (11g) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the purchase money obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; business that impose restrictions of the nature described in clause (15iii) contracts entered into in above on the ordinary course of business, not relating to Indebtedness, property so acquired and that do not, individually or in the aggregate, detract from the value of property or assets of (h) restrictions incurred by the Company or any Restricted Subsidiary in connection with any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)Permitted Receivables Financing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, -------- however, that the provisions relating to such encumbrance or restriction ------- contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; , (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or Subsidiary, (c) make Investments in the Company or any other Subsidiary, (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the CompanyCompany or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of: of (1i) any agreement in effect on the date of this Indenture, (ii) this Indenture, (iii) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3iv) customary non-assignment provisions provisions, (x) of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary or (y) of Indebtedness secured by a Lien that is permitted to be incurred under the Company; Indebtedness that relates to the property subject to such Lien, (4v) any agreements existing agreement or other instrument of a Person acquired by the Company or any Subsidiary in existence at the time of any merger or consolidation with any Person, such acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtednessbut not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or Person, so acquired, (vi) any Restricted restriction with respect to a Subsidiary in any manner material to of the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred relating to in the sale of all or substantially all of the Capital Stock or assets of such Subsidiary (so long as such restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement), and (vii) any restrictions existing under any agreement that refinances or replaces any agreement containing restrictions permitted under clause (2i), (4ii), (5), (8), (11), (12iv) or (13v) above; providedor (vi), however, provided that the provisions relating to terms and conditions of such encumbrance or restriction contained in any such Indebtedness are no not materially less favorable to the Company in any material respect as determined by the Board of Managers holder of the Company in their reasonable and good faith judgment Securities than those under or pursuant to the provisions relating to such encumbrance agreement refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will may not, and will may not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company Subsidiary: (i) to (a) pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock to the Company or advances any other of its Restricted Subsidiaries or to pay any Indebtedness Debt or other obligation owed to the Company or any other such Restricted Subsidiary Subsidiary; (ii) to make loans or advances to the Company or any other of the CompanyRestricted Subsidiaries; or (ciii) to transfer any of its property or assets to the Company or any other of the Restricted Subsidiaries. (b) Notwithstanding the foregoing, the Company may, and may permit any of its Restricted Subsidiaries to, suffer to exist any such encumbrance or restriction: (i) pursuant to any agreement in effect on the date of this Indenture; (ii) pursuant to an agreement relating to any Debt Incurred by a Person prior to the date on which such Person became such a Restricted Subsidiary and outstanding on such date and not Incurred in anticipation of the Company, except for becoming such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only iii) pursuant to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of by which the Company or a Restricted Subsidiary to the extent obtains financing; provided that (x) such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) restriction is not materially more restrictive than customary provisions in joint venture comparable financing agreements and other similar agreements (in each case relating solely to y) the respective joint venture or similar entity or Company’s management determines that at the equity interests therein) time such agreement is entered into in such restriction will not materially impair the ordinary course of businessCompany’s ability to make payments on the Notes; (15iv) contracts entered into in the ordinary course of business, not relating pursuant to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issuedeffecting a renewal, assumed refunding or incurred extension of Debt Incurred pursuant to an agreement referred to in clause clauses (2i), (4ii), (5), (8), (11), (12iii) or (13iv) above; provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).or

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Agreement; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary as such instrument is in effect on the date of such Personthe acquisition; (5) the Senior Secured Credit Documents; (6) agreements existing on the Issue Borrowing Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Borrowing Date; (67) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture Agreement to any Person pending the closing of such sale; (79) any an agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (136) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing Indebtedness are no less favorable to the Company in any material respect not materially more restrictive, taken as determined by the Board of Managers of the Company in their reasonable and good faith judgment a whole, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6), ; (8), 10) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Restricted Subsidiary of the Borrower in the ordinary course of business; (11), ) any agreement or instrument governing Capital Stock of any Person that is assumed in connection with the acquisition thereof and not entered into in contemplation of such acquisition; and (12) or other Indebtedness permitted to be incurred subsequent to the Borrowing Date pursuant to the provisions of Section 6.01; provided that (13)x) any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances) and (y) in no event shall such restrictions be more restrictive in any respect than those contained in the Senior Secured Credit Agreement as in effect on the Borrowing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) any Credit Agreement; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company, or any customary restriction on the ability of a Subsidiary of the Company to dividend, distribute or otherwise transfer any asset which secures Purchase Money Indebtedness of such Subsidiary; (45) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (56) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (43), (5), (8), (11), (12) or (136) above; provided, however, that the provisions -------- ------- relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (43), (5), (8), (11), (12) or (136).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective effec- tive any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract con- tract or any lease governing a leasehold or ownership interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction restric- tion is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; or (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; provided, however, that the provisions pro- -------- ------- visions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained con- tained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aA) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (bB) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (C) make any Investment in the Company or any other Restricted Subsidiary of the Company; or (cD) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary. However, except for such encumbrances this covenant will not prohibit any encumbrance or restrictions existing under or by reason of: restriction (1) applicable law, rules, regulations and/or orderspursuant to an agreement in effect on the date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture (includingIndenture, without limitationin existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing in contemplation of, such Person becoming a leasehold interest of Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement of a Guarantor governing any Indebtedness permitted by clause (i) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of, or used to finance, such Indebtedness; (4) contained in any manner material Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation transaction; (5) under any agreement related to a Non-Recourse Real Estate Subsidiary which is only related to the assets held by such Non-Recourse Real Estate Subsidiary; and (166) an under any agreement governing Indebtedness incurred to Refinance that extends, renews, refinances or replaces the Indebtedness issued, assumed agreements containing the encumbrances or incurred pursuant to an agreement referred to restrictions in clause the foregoing clauses (2), (4), 1) through (5), or in this clause (8), (116), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in any material respect as determined by than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) make loans or advances or to pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries, (iv) grant Liens in favor of Holders of Notes or (v) guarantee the CompanyNotes, except in each case for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Company; Indenture, (4b) the Credit Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increase, supplements, refunding, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increase, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Agreement in effect on the date of the Indenture, (c) the Indenture and the Notes, (d) -61- applicable law, (e) any agreements existing 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 any merger such acquisition (except to the extent such Indebtedness was incurred in connection with or consolidation with any Person, acquisition of any Person or the properties or assets in contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary acquired, (f) by reason of such Person; (5) agreements customary non-assignment provisions in existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts future leases entered into in the ordinary course of business; business and consistent with past practices, (11g) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the purchase money obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; business that impose restrictions of the nature described in clause (15iii) contracts entered into in above on the ordinary course of business, not relating to Indebtedness, property so acquired and that do not, individually or in the aggregate, detract from the value of property or assets of (h) restrictions incurred by the Company or any Restricted Subsidiary in connection with any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)Permitted Receivables Financing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary thereof to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Companythereof; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Companythereof, except for such encumbrances or restrictions existing under or by reason of: (1i) applicable law, rules, regulations and/or orders; (2ii) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest entered into in the ordinary course of the Company or any Restricted Subsidiary of the Companybusiness; (4iv) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary thereof, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5v) the Bank Credit Agreement; (vi) other agreements existing on the Issue Date (including, without limitation, the Master Restructuring Agreement); (vii) restrictions on the transfer of assets subject to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined Lien permitted under this Indenture imposed by the Board holder of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue DateLien; (6viii) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7ix) any agreement or instrument governing Capital Stock of any Person that is acquiredacquired after the Issue Date; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16x) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2ii), (4iv), (5), (8), (11), (12v) or (13vi) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement referred to in such clause (ii), (iv) or (vi) are no less favorable to the Company or the Holders in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2ii), (4), (5), (8), (11), (12iv) or (13vi); or (xi) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Subsidiary of the Company, or pay any Indebtedness owed to, the Company or any Subsidiary, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law, rules, regulations and/or orders; (2ii) this Indenture Indenture, (including, without limitation, any Liens permitted hereunder); (3iii) customary non-provisions restricting subletting or assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; Subsidiary, (4iv) any agreements existing instrument governing Indebtedness of a Person acquired by the Company or any Subsidiary at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary of such Person; acquired, (5v) agreements Indebtedness existing on the Issue Date to date hereof (and Indebtedness under the extent and in the manner such agreements are in effect on such date Working Capital Facility) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respectrestrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments Indebtedness, as in effect on the Issue Datedate of the Indenture (or contained in the Working Capital Facility); (6vi) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions on the property so acquired of the nature described in clause (c) of this paragraph; (11vii) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages Liens securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted to be incurred pursuant to the extent such restrictions restrict provisions of Section 4.10 hereof that limit the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets right of the Company or any Restricted Subsidiary in any manner material of its Subsidiaries to dispose of the Company or any Restricted Subsidiaryassets subject to such Lien; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13viii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in guarantee of any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)foregoing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit Sleepmaster or any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of Sleepmaster or any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Company, Sleepmaster or any other Restricted Subsidiary, (c) make any Investment in Sleepmaster or any other Restricted Subsidiary of the Company; or (cd) transfer any of its property properties or assets to the Company Sleepmaster or any other Restricted Subsidiary. However, this covenant does not prohibit any encumbrance or restriction (i) pursuant to an agreement in effect on the date of this Agreement; (ii) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of Sleepmaster on the Companydate of this Agreement, except for in existence at the time such Person becomes a Restricted Subsidiary of Sleepmaster and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided, that such encumbrances or and restrictions existing under or by reason of: (1) are not applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company to Sleepmaster or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance Sleepmaster or restriction is not applicable to any Person, or the properties or assets of any Person, Restricted Subsidiary other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any such Subsidiary of such Personwhich is becoming a Restricted Subsidiary; (5iii) agreements existing on under the Issue Date to the extent and in the manner such agreements are Senior Debt Documents as in effect on such the date of this Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6iv) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such saleSubordinated Notes Documents; (7v) under any agreement applicable law, rule, regulation or instrument governing Capital Stock of any Person that is acquiredorder; (8) Indebtedness or other contractual requirements vi) by reason of a Securitization Entity customary non-assignment provisions in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (11vii) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the Purchase Money Obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (d) above on the property so acquired; (15viii) under contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into in for the ordinary course sale or disposition of business, not relating to Indebtedness, and that do not, individually all or in substantially all of the aggregate, detract from the value of property Capital Stock or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any such Restricted Subsidiary; and (16ix) an under any agreement governing Indebtedness incurred to Refinance that extends, renews, refinances or replaces the Indebtedness issuedagreements containing the encumbrances or restrictions in the foregoing clauses (i) through (viii), assumed or incurred pursuant to an agreement referred to in this clause (2ix), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in any material respect as determined by than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other -55- Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, ; except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (54) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (5) any security or pledge agreements, leases or options (or similar agreements) containing customary restrictions on transfers of the assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby to the extent such agreements, leases or options are not otherwise prohibited under this Indenture; (6) restrictions on cash or other deposits or net worth and prohibitions on assignment imposed by any agreement to sell assets or Capital Stock leases that are permitted under this Indenture to any Person pending the closing of such saleIndenture; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility and any instruments issued pursuant thereto; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with acquired after the covenant described under Section 4.18Issue Date; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessLiens permitted to be incurred pursuant to Section 4.17; (11) any restrictions on a Managed Care Entity pursuant to the Credit Facilitiesapplicable rules or regulations of, or undertakings made to, any regulatory entity having jurisdiction and authority over such Managed Care Entity; or (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), (4), (5), (8), ) through (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), (4), (5), (8), ) through (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aa)(i) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary (A) on or in respect of its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuer or any Restricted Subsidiary, (b) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company Issuer or any other of its Restricted Subsidiary of the Company; Subsidiaries or (c) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1i) encumbrances under the Senior Secured Loan, (ii) this Indenture, the Notes and the Guarantees, (iii) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4iv) any agreements existing instrument governing Acquired Indebtedness as in effect at the time of any merger such acquisition (except to the extent such Indebtedness was incurred by such Person in connection with, as a result of or consolidation with any Person, acquisition of any Person in anticipation or the properties or assets contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or so acquired or (including any Subsidiary of such the Person; ), so acquired, (5v) agreements existing on the Issue Date to the extent and customary non-assignment provisions in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness leases 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (vi) Refinancing Indebtedness; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligationsprovided that, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into are no more restrictive than those contained in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement agreements governing Indebtedness incurred to Refinance the Indebtedness issuedbeing extended, assumed refinanced, renewed, replaced, defeased or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).refunded,

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a1) pay dividends or make any other distributions on its Capital Stock to the Parent or in respect any of its Capital StockRestricted Subsidiaries, or pay any Indebtedness or other obligations owed to the Parent or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Parent or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (c3) transfer any of its property properties or assets to the Company Parent or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 4.07 will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawagreements as in effect on the date of this Indenture and any amendments, rulesmodifications, regulations and/or ordersrestatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture; (2) this Indenture (includingIndenture, without limitation, any Liens permitted hereunder)the Notes and the Guarantees; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanyApplicable Law; (4) any agreements existing instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent or any of its Restricted Subsidiaries as in effect at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary acquired, provided that, in the case of Indebtedness, such PersonIndebtedness was otherwise permitted by the terms of this Indenture to be incurred; (5) agreements existing on the Issue Date to the extent customary non-assignment provisions in Hydrocarbon purchase and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements sale or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such exchange agreements or instruments as similar operational agreements or in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets licenses, easements or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity leases, in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts each case entered into in the ordinary course of businessbusiness and consistent with past practices; (116) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Capital Lease Obligations, security agreements mortgage financings or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligationspurchase money obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into for property acquired in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and business that do not, individually or in the aggregate, detract from the value of impose restrictions on that property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to nature described in clause (2), (4), (5), (8), (11), (123) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).preceding paragraph;

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture, the Note Indenture (including, without limitation, any Liens permitted hereunder)and the New Revolving Credit Facility; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Companylease; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Effective Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Effective Date; (6) restrictions on the transfer of assets subject to any Lien imposed by the holder of such Lien; (7) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) 8) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 9) any agreement or instrument governing Indebtedness (whether or not outstanding) of foreign Restricted Subsidiaries of the Company permitted to be incurred pursuant to this Indenture; (10) other contractual requirements Indebtedness permitted to be incurred subsequent to the Effective Date pursuant to the provisions of a Securitization Entity in connection with a Qualified Securitization TransactionSection 4.12; provided that any such restrictions apply only are ordinary and customary with respect to such Securitization Entitythe type of Indebtedness being incurred (under the relevant circumstances); (9) Liens incurred in accordance with the covenant described under Section 4.18; (1011) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; and (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary encumbrances or restrictions in Capitalized Lease Obligationsimposed by any amendments, security agreements modifications, restatements, renewals, increases, supplements, refundings, replacements or mortgages securing Indebtedness refinancings of the Company contracts, instru- 57 -50- ments or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement obligations referred to in clause clauses (2), (4), (5), (8), ) through (11), (12) or (13) above; providedprovided that such amendments, howevermodifications, that restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than of the provisions relating Company's Board of Directors, no more restrictive with respect to such encumbrance or restriction dividend and other payment restrictions than those contained in agreements referred the dividend or other payment restrictions prior to in such clause (2)amendment, (4)modification, (5)restatement, (8)renewal, (11)increase, (12) supplement, refunding, replacement or (13)refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company will not, and will not cause or permit nor any of its Restricted Subsidiaries towill, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions to the Company or to any Restricted Subsidiary (i) on or in respect of its Capital StockStock or (ii) with respect to any other interest or participation in, or measured by, its profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the CompanySubsidiary; or (c) sell, lease or transfer any of its property or assets Property to the Company or to any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment nonassignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at instrument governing Indebtedness Incurred in accordance with and pursuant to clause (x) of the time definition of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of Permitted Indebtedness; provided that such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets Property of any Person, other than the Person Person, or the properties or assets Property of the Person merged or consolidated with or so acquired or any Subsidiary of such Person, becoming a Restricted Subsidiary; (5) agreements existing on restrictions imposed by Liens granted pursuant to clauses (vi), (vii) and (viii) of the Issue Date definition of Permitted Liens solely to the extent and in such Liens encumber the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements transfer or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers other disposition of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect assets subject to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue DateLiens; (6) restrictions imposed by any agreement restriction or encumbrance contained in contracts for the sale of assets to sell assets or Capital Stock permitted under be consummated in accordance with this Indenture solely in respect of the assets to any Person pending the closing of be sold pursuant to such salecontract; (7) any agreement encumbrance or instrument governing Capital Stock of any Person that is acquired; (8) restriction contained in Refinancing 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred Incurred to Refinance the Indebtedness issued, assumed or incurred Incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) aboveabove or clause (8) or (9) below; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company or such Restricted Subsidiary or to the Holders in any material respect as determined by in the Board of Managers of the Company in their reasonable and good faith judgment of the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) 8) or (13)9) as the case may be; (8) any agreement in effect on the Issue Date; and (9) the Revolving Credit Facility.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; , (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease entered into in the ordinary course of business and consistent with past practices governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date Date, including, without limitation, the Senior Credit Facility, to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed customary Liens granted by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company secure Senior Indebtedness or any Senior Indebtedness of a Restricted Subsidiary; and (167) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5); (8) Purchase Money Indebtedness for property or assets acquired in the ordinary course of business that only imposes encumbrances or restrictions on the property so acquired; (9) Permitted Liens; and (10) any agreement for the sale or disposition of the Capital Stock or assets of a Restricted Subsidiary; provided, (8)however, (11)that such encumbrances and restrictions are only applicable to such assets or Restricted Subsidiary, (12) as applicable, and any such sale or (13)disposition is made in compliance with Section 4.06 to the extent applicable thereto.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (each such encumbrance or restriction in clause (a), (b), or (c) a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)and the Securities; (3) customary non-assignment provisions of any contract lease or license agreements or similar agreements entered into the ordinary course of business of any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which Indebtedness Incurred in accordance with paragraph (b) of Section 4.04; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or so acquired or any Person, becoming a Subsidiary of such Personthe Company; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement restriction or encumbrance contained in contracts for the sale of assets to sell assets or Capital Stock permitted under be consummated in accordance with this Indenture solely in respect of the assets to any Person pending the closing of be sold pursuant to such salecontract; (7) any agreement restrictions on the sale or instrument governing Capital Stock other disposition or encumbrance of any Person that is acquiredproperty securing Indebtedness as a result of a Permitted Lien on such property; (8) Indebtedness any agreement relating to an acquisition of property, so long as the encumbrances 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent any such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating agreement relate solely to the respective joint venture property so acquired and are not or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do were 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; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aA) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (bB) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (C) make any Investment in the Company or any other Restricted Subsidiary of the Company; or (cD) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary. However, except for such encumbrances this covenant does not prohibit any encumbrance or restrictions existing under or by reason of: restriction (1) applicable law, rules, regulations and/or orderspursuant to an agreement in effect on the date of the Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture (includingIndenture, without limitationin existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any lease governing a leasehold interest Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary of the Companyother than such Subsidiary which is becoming a Restricted Subsidiary; (43) any agreements existing at under the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are Credit Facility as in effect on such the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not more restrictive in the aggregate (as determined by in the good faith judgment of the Company's Board of Managers of the Company in their reasonable and good faith judgmentDirectors) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments the Credit Facility as in effect on the Issue Datedate of the Indenture; (4) under this Indenture and the Securities (including the Additional Securities); (5) under any applicable law, rule, regulation or order; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing reason of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity customary non-assignment provisions in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (117) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the purchase money obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (D) above on the property so acquired; (15) 8) under contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into in for the ordinary course sale or disposition of business, not relating to Indebtedness, and that do not, individually all or in substantially all of the aggregate, detract from the value of property Capital Stock or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any such Restricted Subsidiary; and (169) an under any agreement governing Indebtedness incurred to Refinance that extends, renews, refinances or replaces the Indebtedness issued, assumed agreements containing the encumbrances or incurred pursuant to an agreement referred to restrictions in clause the foregoing clauses (2), (4), (5), 1) through (8), or in this clause (119), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in - 138 - 152 any material respect as determined by than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a) pay dividends or make any other distributions on or in respect of its Capital StockStock (other than dividends or distributions in respect to the common Equity Interest in Holdings LLC); (b) make loans or advances advances, or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; or (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; provided, however, that the provisions relating to -------- ------- such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the applicable agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a1) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (3) make any Investment in the Company or any other Restricted Subsidiary of the Company; or (c4) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary. However, except for such encumbrances this covenant does not prohibit any encumbrance or restrictions existing under or by reason of: restriction (1) applicable law, rules, regulations and/or orderspursuant to an agreement in effect on the date of this Indenture and listed on Schedule II to this Indenture; (2) this Indenture (includingwith respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of the Indenture, without limitationin existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any lease governing a leasehold interest Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement governing any Indebtedness represented by Capital Lease Obligations or Purchase Money Obligations permitted to be incurred under the provisions of the Companycovenant described in Section 1008 hereof as to the assets financed with the proceeds of such Indebtedness; (4) existing under applicable law or any agreements existing at the time requirement of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personregulatory body; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those which is customarily contained in such agreements non-assignment provisions in leases, licenses or instruments as in effect on the Issue Datecontracts; (6) restrictions imposed by any agreement which is customarily contained in (A) asset sale agreements permitted to sell be incurred under the provisions of Section 1012 hereof that limit the transfer of such assets or Capital Stock permitted under this Indenture to any Person pending the closing of such salesale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (7) any agreement or instrument governing Capital Stock of any Person that which is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity customarily contained in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of permitted under the Company or a Restricted Subsidiary Indenture to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; and (14) customary provisions in joint venture 8) under any agreement that extends, renews, refinances or replaces the agreements and other similar agreements (in each case relating solely to containing the respective joint venture encumbrances or similar entity or the equity interests therein) entered into restrictions in the ordinary course of business; foregoing clauses (151) contracts entered into in the ordinary course of businessthrough (7), not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in this clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in any material respect as determined by than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Subsidiary, or pay any Indebtedness owed to the Company or any Subsidiary, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) applicable law, rules, regulations and/or orders; (2ii) this Indenture Indenture, (including, without limitation, any Liens permitted hereunder); (3iii) customary non-provisions restricting subletting or assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; Subsidiary, (4iv) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the such Person and its Subsidiaries, or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; such Person and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issuedits Subsidiaries, assumed or incurred pursuant to an agreement referred to in clause (2)so acquired, (4), (5), (8), (11), (12v) or (13) above; provided, however, that Indebtedness existing on the provisions relating to date of this Indenture and any refinancing of such encumbrance or restriction contained in existing Indebtedness so long as the terms and conditions of any such Indebtedness refinancing agreements are no less favorable to the Company than those contained in any material respect as determined by the agreements governing the Indebtedness being refinanced or (vi) other Indebtedness; provided, that the Board of Managers Directors of the Company shall have concluded, in their reasonable and good faith judgment than faith, that the provisions relating terms thereof do not have a materially adverse effect on the Company, on a stand-alone basis, or the Company's ability, on a stand-alone basis, to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)meet its obligations.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company its Subsidiaries to (a) pay dividends or make any other distributions in cash or otherwise to the Company or any Subsidiary on or in respect of its Capital Stock; Equity Interests, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or Subsidiary, (c) make loans or advances to the Company or any Subsidiary thereof, (d) transfer any of its property properties or assets to the Company or any Subsidiary thereof (other Restricted Subsidiary than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Notes), except or (e) guarantee the Notes, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of: of (1i) applicable law, rules, regulations and/or ordersthe Notes or this Indenture; (2ii) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract restrictions existing under or any lease governing a leasehold interest contemplated by agreements evidencing the New Credit Facility as in effect as of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any PersonIssue Date, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions affecting Subsidiaries than those contained in such agreements or instruments the New Credit Facility as in effect on the Issue Date; (6iii) any restrictions imposed by any agreement with respect to sell assets a Subsidiary of the Company that was not a Subsidiary of the Company on the Issue Date, which are in existence at the time such Person becomes a Subsidiary of the Company (but not created in connection with or Capital Stock permitted under this Indenture contemplation of such Person becoming a Subsidiary of the Company and which encumbrance or restriction is not applicable to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Person other than such Person or the Company property or assets of such Person so acquired); (iv) any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issuedthat governs Refinancing Indebtedness, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the terms and conditions of any such restrictions are not materially less favorable in the aggregate to the Holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness being refinanced or replaced; (v) customary non-assignment provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to contract or licensing agreement entered into by the Company in or any material respect as determined by the Board of Managers Subsidiary of the Company in their reasonable the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired; (vii) restrictions existing by reason of or under 63 58 Indebtedness existing on the Issue Date; (viii) any restrictions existing under any agreement entered into with respect to the sale or disposition of all or substantially all the Equity Interests or assets of a Subsidiary provided that the disposition or sale is governed by the restrictions described under Sections 4.20 and good faith judgment than the provisions relating to such encumbrance 4.21; or restriction (ix) restrictions contained in agreements referred governing other Indebtedness permitted to be incurred in such clause (2), (4), (5), (8), (11), (12) or (13)accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries the Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital StockStock (other than with respect to the Capital Stock of Holdings LLC) or any other interest or participation in, or measured by, such Subsidiary's profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable lawany restrictions contained in (i) the Loan Documents, rulesthe Senior Subordinated Indenture and any instrument governing the Take-Out Securities or Exchange Notes to the extent Incurred in accordance with this Agreement; (ii) the Senior Credit Facility as in effect on the Closing Date; (iii) the Indebtedness pertaining to a Subsidiary of the Company that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; provided that any such Indebtedness was not incurred as a result -------- of, regulations and/or ordersin connection with or in anticipation of the transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not apply to any Person, or the properties of assets of any Person, other than the Subsidiary acquired and such Indebtedness is otherwise permitted to be incurred pursuant to Section 6.1; or (iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (43) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and customary net worth provisions contained in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend leases and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into by a Subsidiary in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (134) customary restrictions in Capitalized Lease Obligations, security agreements with re- spect to a Subsidiary pursuant to an agreement that has been entered into for the sale or mortgages securing Indebtedness disposition of all or substantially all of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property Capital Stock or assets of such Subsidiary; (5) applicable law; and (6) any instrument that Refinances any Indebtedness effecting any such encumbrance or restriction pursuant to clause (1) above; provided that the Company provisions relating to any such -------- encumbrance or any Restricted Subsidiary restriction in any manner material such instrument are not materially less favorable to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance its Subsidiaries or the Indebtedness issued, assumed or incurred pursuant to an agreement Lenders than those contained in the agreements referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (131).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Agreement; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary as such instrument is in effect on the date of such Personthe acquisition; (5) the Senior Secured Credit Docu- ments; (6) agreements existing on the Issue Borrowing Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Borrowing Date; (67) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture Agreement to any Person pending the closing of such sale; (79) any an agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (136) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing Indebtedness are no less favorable to the Company in any material respect not materially more restrictive, taken as determined by the Board of Managers of the Company in their reasonable and good faith judgment a whole, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6), ; (8), 10) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Restricted Subsidiary of the Borrower in the ordinary course of business; (11), ) any agreement or instrument governing Capital Stock of any Person that is assumed in connection with the acquisition thereof and not entered into in contemplation of such acquisition; and (12) or other Indebtedness permitted to be incurred subsequent to the Borrowing Date pursuant to the provisions of Section 6.01; provided that (13)x) any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances) and (y) in no event shall such restrictions be more restrictive in any respect than those contained in the Senior Secured Credit Agreement as in effect on the Borrowing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, and the Guarantors will not, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company or any Subsidiary of the Guarantors (other than the Company) to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; , or any other interest or participation in, or measured by, its profits, owned by the Company, the Guarantors or any Subsidiary of the Company or the Guarantors, or pay any Indebtedness owed to the Company, the Guarantors or a Subsidiary of the Company or the Guarantors, (b) make loans or advances to the Company, the Guarantors or to pay any Indebtedness or other obligation owed to a Subsidiary of the Company or any other Restricted Subsidiary of the Company; Guarantors, or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanyGuarantors, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law, rules, regulations and/or orders; (2ii) this Indenture Indenture, (including, without limitation, any Liens permitted hereunder); (3iii) customary non-assignment nonassignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; , (4iv) any agreements existing instrument governing Indebtedness of a person acquired by the Company or any Subsidiary of the Company at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person person or the properties or assets of the Person merged or consolidated with or its Subsidiaries so acquired or any Subsidiary of such Person; acquired, (5v) agreements Indebtedness existing on the Issue Date to Date, including, without limitation, the extent Term Loan Facility and in the manner such agreements are in effect on such date and Working Capital Facility or any amendmentsrefinancing, modificationsrefunding, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings thereof, extension of the Term Loan Facility or the Working Capital Facility; provided that any such amendmentsencumbrance or restriction contained in any refinancing, modificationsrefunding, restatementsreplacement or extension of the Senior Notes, increases, supplements, refundings, replacements the Term Loan Facility or refinancings are the Working Capital Facility shall be no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to than such dividend and other payment restrictions than those encumbrance or restriction contained in such agreements or instruments the Credit Agreement as in effect on the Issue Date; , or (6vi) restrictions imposed by any agreement Indebtedness permitted to sell assets or Capital Stock permitted be incurred under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization TransactionCredit Agreement; provided that any such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such -52- encumbrance or restriction contained in any such Indebtedness are shall be no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to the Credit Agreement as in such clause (2), (4), (5), (8), (11), (12) or (13)effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions on or in respect of its Capital Stock, or any other interest or participation in or measured by its profits, owned by the Company or a Subsidiary; (bii) pay any Indebtedness owed to the Company or a Subsidiary of the Company; (iii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted a Subsidiary of the CompanyCompany or Guarantee Indebtedness of the Company or a Subsidiary; or (civ) transfer any of its property properties or assets to the Company or any other Restricted a Subsidiary of the Company, except for such encumbrances or (a) restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and contained in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments Bank Credit Facility as in effect on the Issue Date; (6b) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to contained in the by-laws of SPA as in effect on the Issue Date; (c) consensual encumbrances binding upon any Person pending at the closing time such Person becomes a Subsidiary of the Company (unless the agreement creating such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts consensual encumbrance was entered into in the ordinary course of businessconnection with, or in contemplation of, such entity becoming a Subsidiary); (11d) the Credit Facilities; consensual encumbrances or restrictions under any agreement that refinances or replaces any agreement described in clauses (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12a) or (13b) above; provided, however, that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness restrictions are no less favorable to the Company Holders than those under the agreement so refinanced or replaced; (e) customary nonassignment provisions in leases, purchase money financings and any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred due to in applicable law; (f) restrictions imposed by law; (g) restrictions imposed on a Subsidiary pursuant to a bona fide contract for disposition of all or substantially all of the assets or 100% of the Capital Stock of such clause Subsidiary by the Company; (2), h) restrictions on the transfer of assets subject to Liens permitted by this Indenture; and (4), (5), (8), (11), (12i) or (13)restrictions imposed by the indenture relating to the RII Notes.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (each such encumbrance or restriction in clause (a), (b), or (c) a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract lease or license agreements or similar agreements entered into the ordinary course of business of any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which Indebtedness Incurred in accordance with paragraph (b) of Section 4.04; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or so acquired or any Person, becoming a Subsidiary of such Personthe Company; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement restriction or encumbrance contained in contracts for the sale of assets to sell assets or Capital Stock permitted under be consummated in accordance with this Indenture solely in respect of the assets to any Person pending the closing of be sold pursuant to such salecontract; (7) any agreement restrictions on the sale or instrument governing Capital Stock other disposition or encumbrance of any Person that is acquiredproperty securing Indebtedness as a result of a Permitted Lien on such property; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).relating

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any 67 -58- encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; , (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other a Restricted Subsidiary of the Company; Company or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law, rules, regulations and/or orders; (2ii) this Indenture, the Senior Note Indenture or the 9 3/4% Note Indenture, (including, without limitation, any Liens permitted hereunder); (3iii) customary non-assignment nonassignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; , (4iv) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing 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 Person, the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; acquired, (5v) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendmentsDate, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11vi) the Credit Facilities; Trade Receivable Facility, (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13vii) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary nonassignment provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value (viii) Indebtedness of property or assets of the Company or any a Restricted Subsidiary in any manner material permitted to be incurred under the Company Indenture; or any Restricted Subsidiary; and (16ix) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, 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 (2ii), (4iv), (5v), (8), (11), (12vi) or (13viii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement are no not less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by in the reasonable judgment of the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2ii), (4iv), (5v), (8), (11), (12vi) or (13viii).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aA) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (bB) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (C) make any Investment in the Company or any other Restricted Subsidiary of the Company; or (cD) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary. However, except for such encumbrances this covenant will not prohibit any encumbrance or restrictions existing under or by reason of: restriction (1) applicable law, rules, regulations and/or orderspursuant to an agreement in effect on the date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture (includingIndenture, without limitationin existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing in contemplation of, such Person becoming a leasehold interest of Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement of a Guarantor governing any Indebtedness permitted by clause (i) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of, or used to finance, such Indebtedness; (4) contained in any manner material Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted SubsidiarySubsidiaries so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation transaction; and (165) an under any agreement governing Indebtedness incurred to Refinance that extends, renews, refinances or replaces the Indebtedness issued, assumed agreements containing the encumbrances or incurred pursuant to an agreement referred to restrictions in clause the foregoing clauses (2), 1) through (4), or in this clause (5), (8), (11), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in any material respect as determined by than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company will not, and will not cause or permit nor any of its Restricted Subsidiaries towill, directly or indirectly, create or otherwise cause or to permit to exist or become effective effective, by operation of the charter of such Subsidiary or by reason of any agreement, instrument, judgment, decree, rule, order, statute or governmental regulation, any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Companyits Subsidiaries; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to (including the extent and in the manner Credit Agreement) as such agreements are from time to time in effect on effect; provided, however, that any amendments or modifications of such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements agreements that affect the encumbrances or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers restrictions of the types subject to this covenant shall not result in such encumbrances or restrictions being less favorable to the Company in their reasonable and good faith judgment) in any material respect, taken as a wholedetermined in good faith by the board of directors of the Company, than the provisions as in effect before giving effect to the respective amendment or modification; (6) any restriction with respect to such dividend and other payment restrictions than those contained in such agreements a Subsidiary imposed pursuant to an agreement entered into for the sale or instruments as in effect on disposition of all or substantially all the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person or assets of such Subsidiary pending the closing of such salesale or disposition; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness effecting a refinancing, replacement or substitution of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; provided, however, that the provisions relating to such encumbrance above or restriction contained in any such other agreement evidencing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).permitted under this

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of (including, but not limited to, such Person's direct and indirect Subsidiaries); (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; or (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Borrower to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay or guarantee any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the CompanyBorrower; or (c) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Agreement; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanyBorrower; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), Indebtedness which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Closing Date (including without limitation the Adience Credit Agreement and the other Adience Credit Documents) to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Closing Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture Agreement to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person person that is acquiredassumed in connection with the acquisition thereof; (8) any restriction on transfer of an asset pursuant to an agreement to sell such asset to the extent such sale would be permitted under the terms of this Agreement; (9) Liens permitted pursuant to Section 7.07, to the extent restricting the transfer of disposition of the respective asset or assets subject to such Lien; (10) other Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to the provisions of Section 7.03; provided that (x) any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstance) and (y) in no event shall the respective such restrictions be more restrictive in any respect than those contained in the Adience Credit Agreement as originally in effect; (11) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (129) or (1311) above; provided, however, that the provisions relating to such encumbrance or restriction restrictions contained in any such Refinancing Indebtedness are no less favorable to the Company Borrower in any material respect as determined by the Board of Managers Directors of the Company Borrower in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), 9) or (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted the Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, such Subsidiary's profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable lawany restrictions contained in (i) the Loan Documents, rules, regulations and/or ordersthe Senior Subordinated Indenture and any instrument governing the Take-Out Securities or Exchange Notes to the extent Incurred in accordance with this Agreement; (2ii) this Indenture (includingthe Senior Credit Facility as in effect on the Initial Takedown Closing Date or the Final Takedown Closing Date, without limitation, any Liens permitted hereunder)as the case may be; (3iii) customary non-assignment provisions of any contract or any lease governing the Indebtedness pertaining to a leasehold interest Subsidiary of the Company or any Restricted that is not a Subsidiary of the Company on the Initial Takedown Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that any such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken Indebtedness was not incurred as a wholeresult of, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred or in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness anticipation of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred transaction pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to which such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board entity becomes a Subsidiary of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).the

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions to the Company or any Restricted Subsidiary of the Company on its Equity Interests or in with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any Restricted Subsidiary of its Capital Stock; the Company, (b) make loans or advances to, or to pay guarantee any Indebtedness or other obligation owed to obligations of, or make any Investment in, the Company or any other Restricted Subsidiary of the Company; Company or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1i) the Credit Facilities as in effect on the Issue Date, any other agreement of the Company or its Restricted Subsidiaries outstanding on the Issue Date as in effect on the Issue Date and any other agreement of the Company or its Restricted Subsidiaries outstanding from time to time governing Senior Indebtedness, and any amendments, restatements, renewals, replacements or refinancings thereof; PROVIDED, HOWEVER, that such encumbrances and restrictions are not more restrictive taken as a whole than the Credit Facilities; (ii) applicable law, rules, regulations and/or orders; (2iii) this Indenture any instrument governing Indebtedness or Equity Interests of an Acquired Person acquired by the Company or any Restricted Subsidiary of the Company as in effect at the time of such acquisition (includingexcept to the extent such Indebtedness was Incurred by such Acquired Person in connection with, without limitation, any Liens permitted hereunderas a result of or in contemplation of such acquisition); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of PROVIDED, HOWEVER, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of the company or any PersonRestricted Subsidiary of the Company, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Acquired Person; (5iv) agreements existing customary non-assignment, subletting or restriction on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements transfer provisions or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers maintenance provisions under leases, licenses or other contracts entered into in the ordinary course of business; (11v) the Credit Facilities; (12) any restriction under an agreement governing Purchase Money Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of businessbusiness that only imposes encumbrances and restrictions on the property so acquired and the proceeds thereof; (15vi) contracts entered into in any agreement for the ordinary course sale or disposition of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property Equity Interests or assets of any Subsidiary of the Company Company; PROVIDED, HOWEVER, that such encumbrances and restrictions described in this clause (vi) are only applicable to such Subsidiary or assets, as applicable, and any Restricted Subsidiary such sale or disposition is made in any manner material compliance with Section 4.06 to the Company or any Restricted Subsidiaryextent applicable thereto; and (16vii) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in Refinancings permitted under clause (2)h) of the second paragraph of Section 4.03; PROVIDED, (4), (5), (8), (11), (12) or (13) above; provided, howeverHOWEVER, that the provisions relating to encumbrances and restrictions of such encumbrance or restriction contained in any such Indebtedness Refinancings are no less favorable to the Company in any material respect not more restrictive taken as determined by the Board of Managers of the Company in their reasonable and good faith judgment a whole than the provisions relating to such encumbrance or restriction contained encumbrances and restrictions in the agreements referred to in such clause governing the Indebtedness being refinanced; (2), (4), (5), (8), (11), (12viii) the Old Indenture; or (13)ix) this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances -encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) any Credit Agreement; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company, or any customary restriction on the ability of a Subsidiary of the Company to dividend, distribute or otherwise transfer any asset which secures Purchase Money Indebtedness of such Subsidiary; (45) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Dateacquired; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Permitted Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness that limit the right of the Company or a Restricted Subsidiary debtor to the extent such restrictions restrict the transfer dispose of the property assets subject to such Capitalized Lease Obligations, security agreements Lien; or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (167) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (123) or (135) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), 3) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital StockStock to Huntsman International or any Restricted Subsidiary; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the any Credit FacilitiesFacility; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company will not, and will not cause or permit nor any of its Restricted Subsidiaries towill, directly or indirectly, create or otherwise cause or to permit to exist or become effective effective, by operation of the charter of such Subsidiary or by reason of any agreement, instrument, judgement, decree, rule, order, statute or governmental regulation, any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Companyits Subsidiaries; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (includingIndenture, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; Subsidiary, (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary of such Person; acquired, (5) agreements existing on the Issue Date to (including the extent New Credit Facility and in the manner Commodore Indenture) as such agreements are from time to time in effect on effect; provided, however, that any amendments or modifications of such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements agreements that affect the encumbrances or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers restrictions of the types subject to this Section 4.13 shall not result in such encumbrances or restrictions being less favorable to the Company in their reasonable and good faith judgment) in any material respect, taken as a wholedetermined in good faith by the Board of Directors of the Company, than the provisions as in effect before giving effect to the respective amendment or modification, (6) any restriction with respect to such dividend and other payment restrictions than those contained in such agreements a Subsidiary imposed pursuant to an agreement entered into for the sale or instruments as in effect on disposition of all or substantially all the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person or assets of such Subsidiary pending the closing of such sale; sale or disposition, (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness effecting a refinancing, replacement or substitution of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).,

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; , (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other a Restricted Subsidiary of the Company; Company or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)the Indenture; (3) customary non-assignment nonassignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing 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 Person, the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such saleTrade Receivable Facility; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary nonassignment provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value (8) Indebtedness of property or assets of the Company or any a Restricted Subsidiary in any manner material permitted to be incurred under the Company Indenture; or any Restricted Subsidiary; and (169) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, 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), (8), (11), (126) or (13) 8) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement are no not less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by in the reasonable judgment of the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (126) or (13)8).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries or (iv) guarantee the CompanyNotes or any renewals or refinancings thereof, in each case except for such encumbrances or restrictions (other than encumbrances and restrictions in respect of clause (iv) of this sentence) existing under or by reason of: of (1a) applicable lawExisting Indebtedness, rules, regulations and/or orders; (2b) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements the Credit Agreement, (c) the Notes, any Guarantee thereof and this Indenture, (d) applicable law, rule or instruments regulation, (e) any agreement binding on a Person acquired by the Company or any of its Restricted Subsidiaries as in effect on at the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing time of such sale; acquisition (7) any except to the extent such agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity was entered into in connection with a Qualified Securitization Transaction; or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person, or the Equity Interests, property or assets of the Person, so acquired, provided that that, in the case of any agreement in respect of Indebtedness, such restrictions apply only to such Securitization Entity; Indebtedness was permitted by this Indenture, (9f) Liens incurred by reason of customary nonassignment provisions in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (11g) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the purchase money obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; business that impose restrictions of the nature described in clause (15iii) above on the property so acquired or proceeds therefrom, (h) customary restrictions in asset or stock sale agreements limiting transfer of such assets or stock pending the closing of such sale, (i) customary non-assignment provisions in contracts entered into in the ordinary course of business, not relating to (j) Permitted Refinancing Indebtedness, and provided that do not, individually or the restrictions contained 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; and (16) an agreement agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (2)governing the Indebtedness being refinanced, (4), (5), (8), (11), (12) or (13)k) the Northstar Leases.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions on or in respect of its Capital Stock, or any other interest or participation in or measured by its profits, owned by the Company or a Subsidiary; (bii) pay any Indebtedness owed to the Company or a Subsidiary of the Company; (iii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted a Subsidiary of the CompanyCompany or Guarantee Indebtedness of the Company or a Subsidiary; or (civ) transfer any of its property properties or assets to the Company or any other Restricted a Subsidiary of the Company, except for such encumbrances or (a) restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and contained in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments Bank Credit Facility as in effect on the Issue Date; (6b) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to contained in the by-laws of SPA as in effect on the Issue Date; (c) consensual encumbrances binding upon any Person pending at the closing time such Person becomes a Subsidiary of the Company (unless the agreement creating such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts consensual encumbrance was entered into in the ordinary course of businessconnection with, or in contemplation of, such entity becoming a Subsidiary); (11d) the Credit Facilities; consensual encumbrances or restrictions under any agreement that refinances or replaces any agreement described in clauses (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12a) or (13b) above; provided, however, that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness restrictions are no less favorable to the Company Holders than those under the agreement so refinanced or replaced; (e) customary nonassignment provisions in leases, purchase money financings and any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred due to in applicable law; (f) restrictions imposed by law; (g) restrictions imposed on a Subsidiary pursuant to a bona fide contract for disposition of all or substantially all of the assets or 100% of the Capital Stock of such clause Subsidiary by the Company; (2), h) restrictions on the transfer of assets subject to Liens permitted by this Indenture; and (4), (5), (8), (11), (12i) or (13)restrictions imposed by the indenture relating to the RI Notes.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Re- stricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable lawlaw and agreements with governmental authorities with respect to assets located in their jurisdiction, rules, regulations and/or orders; (2) this Indenture (includingIndenture, without limitation, any Liens permitted hereunder); (3) (A) customary non-provisions restricting (i) the subletting or assignment of any lease or (ii) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment of such agreements or rights thereunder or (C) provisions of any contract or any lease governing a leasehold interest customary nature contained in the terms of Capital Stock restricting the Company or any Restricted Subsidiary payment of dividends and the Company; making of distributions on Capital Stock, (4) any agreements existing at the time of any merger agreement or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary (including the Capital Stock of such Person; Persons), (5) agreements any agreement existing on the Issue Date to (including, without limitation, the extent and in the manner such agreements are in effect on such date and any amendmentsNew Credit Agreement), modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment6) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; transfer of assets subject to any Lien permitted under this Indenture, (67) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person person pending the closing of such sale; , (78) customary rights of first refusal with respect to the Company's and its Restricted Subsidiaries' interests in their respective Restricted Subsidiaries and joint ventures, (9) any agreement or instrument governing Capital Stock Indebtedness of any a Person that was a Restricted Subsidiary at the time of Incurrence and the Incurrence of which Indebtedness is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transactionpermitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Securitization EntityRestricted Subsidiary and its assets; (9) Liens incurred and provided, further, that the Board of Directors of the Company has determined in accordance with good faith, at the covenant described under Section 4.18; time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the holders of the Securities, (10) restrictions on cash the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) Restricted Subsidiary to any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing other Indebtedness of the Company or a any of its Restricted Subsidiary to Subsidiaries; provided (A) such other Indebtedness is permitted under this Indenture and (B) the extent such restrictions restrict the transfer Board of Directors of the property subject to Company has determined in good faith, at the time of creation of each such Capitalized Lease Obligationsencumbrance or restriction, security agreements or mortgages; (14) customary provisions in joint venture agreements that such encumbrances and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, restrictions would not relating to Indebtedness, and that do not, individually singly or in the aggregate, detract from aggregate have a materially adverse effect on the value of property or assets holders of the Company Securities or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (1611) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) aboveabove or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement or any such other agreement are no not less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The So long as any of the Notes remain unpaid and outstanding, the Company will shall not, and will shall not cause or permit any of its Restricted the Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or any Subsidiary Guarantor, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Guarantor, or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanyGuarantor, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable lawany restrictions existing under or contemplated by this Agreement, rules, regulations and/or ordersthe other Documents and the Senior Credit Documents; (2ii) this Indenture (includingany restrictions, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing with respect to a leasehold interest Subsidiary of the Company or any Restricted that is not a Subsidiary of the Company on the date hereof, in existence at the time such Person becomes a Subsidiary of the Company (so long as such restrictions are not created in anticipation of such Person becoming a Subsidiary of the Company); (4iii) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment clause (c) above only, any restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted existing under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements Purchase Money Indebtedness or mortgages securing Indebtedness of the Company or a Restricted Subsidiary secured by Permitted Liens (provided that, in each case, such prohibition shall only relate to the extent such restrictions restrict the transfer of the property assets which are subject to such Capitalized Lease Obligations, security Obligations or which secure such Indebtedness and 39 the proceeds therefrom); or (iv) any restrictions existing under any agreement that refinances or replaces the agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to containing the respective joint venture or similar entity or the equity interests therein) entered into restrictions in the ordinary course of business; foregoing clauses (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2i), (4ii) and (iii), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness restrictions are no less favorable more restrictive than those under or pursuant to the Company in any material respect as determined by agreement evidencing the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)Indebtedness refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to its Subsidiaries to: (a) pay dividends or make any other distributions in cash or otherwise to the Company or any Subsidiary on or in respect of its Capital StockEquity Interests; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c) make loans or advances to the Company or any Subsidiary thereof; (d) transfer any of its property properties or assets to the Company or any Subsidiary thereof (other Restricted Subsidiary than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Notes); or (e) guarantee the Notes, except except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of: (1i) applicable law, rules, regulations and/or ordersthe Notes or this Indenture; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4ii) any restrictions existing under or contemplated by the HCFP Loan Documents, the Convertible Loan Documents and any agreements existing at evidencing the time of any merger or consolidation with any PersonWorking Capital Facility, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions affecting Subsidiaries than those contained in such agreements or instruments as in effect the HCFP Loan Documents, the Convertible Loan Documents and any agreement evidencing the Working Capital Facility; (iii) any restrictions with respect to a Subsidiary of the Company that was not a Subsidiary of the Company on the Issue Restatement Date; , which are in existence at the time such Person becomes a Subsidiary of the Company (6) restrictions imposed by any agreement to sell assets but not created in connection with or Capital Stock permitted under this Indenture contemplation of such Person becoming a Subsidiary of the Company and which encumbrance or restriction is not applicable to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Person other than such Person or the Company property or assets of such Person so acquired); (iv) any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issuedthat governs Refinancing Indebtedness, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the terms and conditions of any such restrictions are not materially less favorable in the aggregate to the Holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness being refinanced or replaced; (v) customary non-assignment provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to contract or licensing agreement entered into by the Company in or any material respect as determined by the Board of Managers Subsidiary of the Company in their reasonable and good faith judgment than the provisions relating ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired; (vii) restrictions existing by reason of or under Indebtedness existing on the Restatement Date; (viii) any restrictions existing under any agreement entered into with respect to such encumbrance the sale or restriction disposition of all or substantially all the Equity Interests or assets of a Subsidiary provided that the disposition or sale is governed by the restrictions described under Section 4.22; or (ix) restrictions contained in agreements referred governing other Indebtedness permitted to be incurred in such clause (2), (4), (5), (8), (11), (12) or (13)accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay or guarantee any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)or the Credit Facility as in effect on the Issue Date; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personthereof; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) purchase money obligations for property acquired that impose restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending of the closing of such salenature described in clause (4) above on the property so acquired; (7) any instrument or agreement governing Indebtedness permitted to be incurred under Section 4.12, which is secured, or instrument governing Capital Stock of permitted to be secured, by a Lien permitted to be incurred under Section 4.18, which encumbrance or restriction is not applicable to any Person that is acquiredproperty or assets other than the property or assets subject to, or permitted to be subject to, such Lien; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (126) or (137) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness Refinancing are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (126) or (137); or (9) restrictions contained in any purchase or sale agreement relating to the purchase or sale of a Subsidiary; provided, that such restriction does not extend to any assets other than those being acquired or sold.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Except as set forth on Schedule I, or otherwise contemplated by this Agreement or the Pledge Agreement, the Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, such Subsidiary's profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or ordersany restrictions contained in (i) the Senior Loan Documents to the extent Incurred in accordance with this Agreement or (ii) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (43) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and customary net worth provisions contained in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend leases and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into by a Subsidiary in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (134) customary restrictions in Capitalized Lease Obligations, security agreements with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or mortgages securing Indebtedness disposition of all or substantially all of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property Capital Stock or assets of such Subsidiary; (5) applicable law; and (6) any instrument that Refinances any Indebtedness effecting any such encumbrance or restriction pursuant to clause (1) above; provided that the Company provisions relating to any such encumbrance or any Restricted Subsidiary restriction in any manner material such instrument are not materially less favorable to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance its Subsidiaries or the Indebtedness issued, assumed or incurred pursuant to an agreement Lender than those contained in the agreements referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (131).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuer to (aa)(i) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary of the Issuer (A) on or in respect of its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuer or any Restricted Subsidiary of the Issuer, (b) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company Issuer or any other of its Restricted Subsidiary of the Company; Subsidiaries or (c) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for Permitted Liens and for such encumbrances or restrictions existing under or by reason of: of (1i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (ii) the Indenture, the Notes and the Guarantees, (iii) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4iv) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or so acquired or (including any Subsidiary of such the Person), so acquired, (v) customary non-assignment provisions in leases or other agreements; (5vi) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization TransactionRefinancing Indebtedness; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into are no more restrictive than those contained in the ordinary course of business; agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13vii) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company Issuer or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or and mortgages; (14viii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely restrictions with respect to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets a Restricted Subsidiary of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred Issuer pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; or (13ix) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)Senior Credit Facility.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aA) pay cash dividends or make any other distributions cash distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (bB) make loans or advances or to pay any Indebtedness or (other obligation than Subordinated Indebtedness) owed to the Company or any other Guarantor, (C) make any Investment in the Company or any Restricted Subsidiary of the Company; in whole or in part or (cD) transfer (excluding Liens) any of its property properties or assets to the Company or any other Restricted Subsidiary. However, this covenant will not prohibit any encumbrance or restriction (1) pursuant to an agreement in effect on the date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the CompanyCompany on the date of this Indenture, except for in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances or and restrictions existing under or by reason of: (1) are not applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of to the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement of the Company or any Guarantor governing any Indebtedness permitted by clauses (i) or (iii) of the definition of Permitted Indebtedness and as to such clause (iii) as to the assets (and the proceeds thereof) financed with the proceeds of, or used to finance, such Indebtedness; (4) contained in any manner material Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted SubsidiarySubsidiaries so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation transaction; (5) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company in the reasonable determination of the Board of Directors or other transactions (in compliance with the terms of this Indenture) which could not reasonably be expected to impair the ability of the Company to timely pay the Securities or to otherwise perform its obligations under this Indenture or the Securities; and (166) an under any agreement governing Indebtedness incurred to Refinance that extends, renews, refinances or replaces in whole or in part the Indebtedness issued, assumed agreements containing the encumbrances or incurred pursuant to an agreement referred to restrictions in clause the foregoing clauses (2), (4), 1) through (5), or in this clause (8), (116), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in any material respect taken as determined by a whole than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on or in respect of its Capital Stock; Stock or (bB) make loans with respect to any other interest or advances participation in, or to measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of thereof, (iii) make loans or advances to the Company; Company or any Restricted Subsidiary thereof or (civ) sell, lease, or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Companythereof, except (in each case) for such encumbrances or restrictions existing under or by reason of: of (1A) Existing Indebtedness as in effect on the Issuance Date, (B) the New Credit Facility, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; PROVIDED that the New Credit Facility and any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to the restrictions described in clauses (i) through (iv) above than those contained in the New Credit Facility on the Issuance Date, (C) this Indenture and the Securities, (D) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3E) customary non-assignment provisions in leases or other contracts (providing for the non-assignability of such contracts) entered into in the ordinary course of business and consistent with past practices, (F) any contract instrument governing or any lease governing evidencing Indebtedness of a leasehold interest of Person acquired by the Company or any Restricted Subsidiary of the Company; (4) any agreements existing Company at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendmentsPROVIDED, modificationsHOWEVER, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that Indebtedness is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity not incurred in connection with a Qualified Securitization Transaction; provided that or in contemplation of, such restrictions apply only to such Securitization Entity; acquisition, (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12G) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions evidencing Permitted Liens which may restrict the transfer of the property assets subject to such Capitalized Lease ObligationsPermitted Liens and (H) permitted Refinancing Indebtedness, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to PROVIDED that the respective joint venture or similar entity or the equity interests therein) entered into restrictions contained in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (2)governing the Indebtedness being extended, (4)refinanced, (5)renewed, (8), (11), (12) replaced or (13)refunded.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will may not, and will may not cause or permit any Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectlycreate, create assume or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Company, directly or indirectly, (i) to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of the Company; (ii) to make loans or advances to the Company or any Subsidiary of the Company; or (ciii) to transfer any of its property or assets to the Company or any other Restricted a Subsidiary of the Company. Notwithstanding the foregoing, except for the Company may, and may permit any of its Subsidiaries to, create, assume or otherwise suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions restriction on the ability of any contract or any lease governing a leasehold interest Subsidiary of the Company if and to the extent (a) subject to the provisions described under Section 5.1 hereof, such encumbrance or restriction existed prior to the time any Restricted Person became a Subsidiary of the Company; (4) any agreements existing at the time Company and such restriction or encumbrance was not incurred in anticipation of any merger or consolidation with any Person, 26 34 such acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)by the Company; PROVIDED, which HOWEVER, that such restriction or encumbrance or restriction applies only to such Person, its Subsidiaries and their respective properties and assets, and is not applicable to any other Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personassets; (5b) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction is contained in an operating lease for real property and is effective only upon the occurrence and during the continuance of a default in the payment of rent; (c) such encumbrance or restriction is the result of applicable corporate law or regulation relating to the payment of dividends or distributions; (d) such encumbrance or restriction is the result of any applicable statute, regulation or administrative rule that restricts the transfer of licenses or permits; or (e) such Indebtedness encumbrance or restriction is contained in (and for the benefit only of the administrative agent and the lenders under) the Credit Facility on the date of the Indenture, including any amendment, modification, supplement, restatement or replacement of such Credit Facility after the date of the Indenture, PROVIDED that the terms and conditions of such amendment, modification, supplement, restatement or replacement in respect of such encumbrance or restriction are no not less favorable to the Company in any material respect as determined by the Board of Managers Holders of the Company in their reasonable and good faith judgment Notes than the provisions relating to terms and conditions in respect of such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)of the Credit Facility on the date of the Indenture. SECTION 4.13.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances -encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) any Credit Agreement; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company, or any customary restriction on the ability of a Subsidiary of the Company to dividend, distribute or otherwise transfer any asset which secures Purchase Money Indebtedness of such Subsidiary; (45) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (56) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (43), (5), (8), (11), (12) or (136) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (43), (5), (8), (11), (12) or (136).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (aA) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (bB) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (C) make any Investment in the Company or any other Restricted Subsidiary of the Company; or (cD) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary. However, except for such encumbrances this covenant will not prohibit any encumbrance or restrictions existing under or by reason of: restriction (1) applicable law, rules, regulations and/or orderspursuant to an agreement in effect on the date hereof; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture (includingIndenture, without limitationin existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, any Liens permitted hereunder)or in contemplation of, such Person becoming a Restricted Subsidiary; (3) customary non-assignment provisions of any contract provided that such encumbrances and restrictions are not applicable to the Company or any lease governing a leasehold interest Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement of a Guarantor governing any Indebtedness permitted by clause (i) of the Companydefinition of Permitted Indebtedness; (4) contained in any agreements existing at the time Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Persontransaction; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers or sureties under contracts entered into in the ordinary course of business; (116) pursuant to contracts for the Credit Facilities; (12) any restriction under an agreement governing Indebtedness sale or disposition of a Foreign Subsidiary permitted under Section 4.12; (13) assets, including customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or a Restricted Subsidiary to the extent such restrictions restrict the transfer disposition of all or substantially all of the property subject to Capital Stock of such Capitalized Lease Obligations, security agreements or mortgagesSubsidiary; (147) pursuant to customary provisions in joint venture agreements or arrangements and other similar agreements (in each case or arrangements relating solely to the respective such joint venture or similar entity or the equity interests therein) entered into in the ordinary course of businessventure; (158) pursuant to this Indenture, the Notes and the Guarantees, (9) contracts entered into in the ordinary course of business, not relating pursuant to Indebtedness, Purchase Money Obligations 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 SubsidiaryCapital Lease Obligations otherwise permitted under this Indenture; and (1610) an under any agreement governing Indebtedness incurred to Refinance that extends, renews, refinances or replaces the Indebtedness issuedagreements containing the encumbrances or restrictions in the foregoing clauses (1) through (9), assumed or incurred pursuant to an agreement referred to in this clause (210), (4), (5), (8), (11), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company more restrictive in any material respect as determined by than those under or pursuant to the Board of Managers of agreement evidencing the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The So long as any of the Notes remain unpaid and outstanding, the Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company, (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law, rules, regulations and/or ordersany restrictions existing under or contemplated by this Agreement and the Senior Credit Agreement; (2ii) this Indenture (includingany restrictions, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing with respect to a leasehold interest Subsidiary of the Company or any Restricted that is not a Subsidiary of the Company on the date hereof, in existence at the time such Person becomes a Subsidiary of the Company (so long as such restrictions are not created in anticipation of such Person becoming a Subsidiary of the Company); (4iii) with respect to clause (c) above only, any restrictions existing under Capital Lease Obligations, Purchase Money Indebtedness or Indebtedness secured by Permitted Liens (provided that, in each case, such prohibition shall only relate to the assets which are subject to such Capital Lease Obligations or which secure such Indebtedness and the proceeds therefrom); or (iv) any restrictions existing under any agreement that refinances or replaces the agreements existing at containing the time restrictions in the foregoing clauses (i), (ii) and (iii); provided, that the terms and conditions of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings restrictions are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements under or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary pursuant to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance evidencing the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Agreement; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the CompanySubsidiary; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary as such instrument is in effect on the date of such Personthe acquisition; (5) the Senior Secured Credit Documents; (6) agreements existing on the Issue Borrowing Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Borrowing Date; (67) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture Agreement to any Person pending the closing of such sale; (79) any an agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (136) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such refinancing Indebtedness are no less favorable to the Company in any material respect not materially more restrictive, taken as determined by the Board of Managers of the Company in their reasonable and good faith judgment a whole, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6), ; (8), 10) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Restricted Subsidiary of the Borrower in the ordinary course of business; (11), ) any agreement or instrument governing Capital Stock of any Person that is assumed in connection with the acquisition thereof and not entered into in contemplation of such acquisition; and (12) or other Indebtedness permitted to be incurred subsequent to the Borrowing Date pursuant to the provisions of Section 6.01; PROVIDED that (13)x) any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances) and (y) in no event shall such restrictions be more restrictive in any respect than those contained in the Senior Secured Credit Agreement as in effect on the Borrowing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) make loans or advances or to pay any Indebtedness indebtedness or other obligation Obligations owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries, (iv) grant Liens on its assets as security for the CompanyNotes or any Guarantee thereof or (v) Guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions (other than encumbrances and restrictions in respect of clause (v) of this sentence) existing under or by reason of: of (1a) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are Existing Indebtedness as in effect on such date the Closing Date, (b) the Credit Facility as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments the Credit Facility as in effect on the Issue Closing Date; , (6c) restrictions imposed the Notes, any Guarantee thereof and the Indenture, (d) applicable law, (e) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any agreement of its Restricted Subsidiaries as in effect at the time of such acquisition (except to sell the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person, or Capital Stock the Equity Interests, property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted under by the terms of this Indenture to any Person pending the closing be incurred, (f) by reason of such sale; customary nonassignment provisions (7or provisions prohibiting sublease) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (11g) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary purchase money or mortgage obligations permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the by this Indenture for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; business that impose restrictions of the nature described in clause (15iii) or (iv) above on the property so acquired, (h) customary restrictions in asset or stock sale agreements limiting transfer of such assets or stock pending the closing of such sale, (i) customary non-assignment provisions in contracts entered into in the ordinary course of business, not relating to or (j) Permitted Refinancing Indebtedness, and provided that do not, individually or the restrictions contained 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; and (16) an agreement agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or ordersthis Indenture and the Securities; (2) this Indenture any security or pledge agreements, leases or options (including, without limitation, any Liens permitted hereunder)or similar agreements) containing customary restrictions on transfers of the assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (54) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (5) any contracts for the sale of assets, including, without limitation, 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 date Restricted Subsidiary, pending the closing of such sale or disposition; provided that any such restriction relates solely to the assets that are the subject of such agreement; (6) restrictions on cash or other deposits or net worth and prohibitions on assignment imposed by leases entered into in the ordinary course of business; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility and any instruments issued pursuant thereto; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) purchase money obligations for assets acquired in the ordinary course of business that impose restrictions of the nature described in (c) above on the property so acquired; (11) Liens permitted to be incurred pursuant to the provisions of Section 4.18; (12) any agreement relating to a Sale and Leaseback Transaction or Capitalized Lease Obligation, but only on the property subject to such Sale and Leaseback Transaction or such Capitalized Lease Obligation and only to the extent that such restrictions or encumbrances are customary with respect to such arrangements; (13) any licensing or technology transfer agreement entered into in the ordinary course of business, including, without limitation, those entered into in connection with any European joint venture; (14) applicable law; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof contracts, instruments or obligations referred to in clauses (1) through (13); provided that the dividend and other transfer restrictions imposed under such amendmentscontract, modificationsinstrument, restatementsagreement or obligation as amended, increasesmodified, supplementsrestated, refundingsrenewed, replacements increased, supplemented, refunded, replaced or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respectRefinanced are, taken as a whole, with respect to such dividend and other payment restrictions in the good faith judgment of the Board of Directors of the Company, whose judgment shall be conclusively binding, not materially more restrictive than 51 52 those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any contract, instrument, agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only obligation immediately prior to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)Refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuer to (aa)(i) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary of the Issuer (A) on or in respect of its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuer or any Restricted Subsidiary of the Issuer, (b) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company Issuer or any other of its Restricted Subsidiary of the Company; Subsidiaries or (c) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances encum- brances or restrictions existing under or by reason of: of (1i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (ii) this Indenture, the Notes and the Guarantees, (iii) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4iv) any agreements existing instrument governing Acquired Indebtedness as in effect at the time of any merger such acquisition (except to the extent such Indebtedness was incurred by such Person in connection with, as a result of or consolidation with any Person, acquisition of any Person in anticipation or the properties or assets contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or so acquired or (including any Subsidiary of such the Person; ), so acquired, (5v) customary non-assignment provisions in leases or other agreements existing on the Issue Date to the extent and entered in the manner ordinary course of business and consistent with past practices, (vi) encumbrances or restrictions under the Credit Facility or a Foreign Credit Facility; provided that, in each case, all Indebtedness under such agreements are facilities was incurred in effect on such date and any amendmentscompliance with this Indenture, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgmentvii) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization TransactionRefinancing Indebtedness; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into are no more restrictive than those contained in the ordinary course of business; agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13viii) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company Issuer or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements and mortgages or mortgages; (14ix) customary provisions in joint venture agreements and other similar agreements (in each case relating solely restrictions with respect to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets a Restricted Subsidiary of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred Issuer pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) that has been entered into for the sale or (13) above; provided, however, that the provisions relating to such encumbrance disposition of all or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers substantially all of the Company in their reasonable and good faith judgment than the provisions relating to Capital Stock or assets of such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)Restricted Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will may not, and will may not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlyindir ectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay divi dends (ain cash or otherwise) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock owned by the Company or advances any other Subsidiary of the Company or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of Subsid iary; (ii) to make loans or advances to the CompanyCompany or any other Subsidiary; or (ciii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwith standing the foregoing, the Company may, and may permit any Subsidiary to, suffer to exist any such encumbrance or restriction (a) pursuant to the 1985 Indenture and the Loan Agreement; (b) pursuant to an agreement relating to any Indebtedness Incurred by a Person (other than a Subsidiary of the Company, except for such encumbrances Company existing on the date hereof or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions Subsidiary carrying on any of the businesses of any contract or any lease governing such Subsidiary) prior to the date on which such Person became a leasehold interest Subsidiary of the Company or any Restricted Subsidiary and outstanding on such date and not Incurred in anticipation of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness)becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or so acquired; (c) pursuant to an agreement relating to any Indebtedness Incurred by a Subsidiary of the Company that does not own any of the properties or assets that are owned by the Company as of the Person merged date hereof, which encumbrance or consolidated with restriction is not applicable to any Person, or so acquired the -44- properties or assets of any Subsidiary of Person, other than such PersonSubsidiary; (5d) agreements existing on pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred pursuant to an agreement referred to in clause (a), (b) or (c) above; provided, however, that the Issue Date provisions contained in such renewal, refunding or extension agreement relating to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements encumbrance or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings restriction are no more restrictive (in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Board of Managers Trustees and evidenced by a resolution of the Company in their reasonable and good faith judgmentBoard of Trustees; (e) in any material respectthe case of clause (iii) above, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; any security agreement (6including a capital lease) restrictions imposed by any agreement to sell assets or Capital Stock securing Indebtedness of a Subsidiary otherwise permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply Agreement, but only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgagesagreement; (14f) in the case of clause (iii) above, customary nonassignment provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of businessbusiness consistent with past practices in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under any such contract; (15g) contracts entered into in the ordinary course of business, not relating any restriction with respect to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets a Subsidiary of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred to which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided that consummation of such transaction would not result in clause (2)a Default or Event of Default, (4), (5), (8), (11), (12) that such restriction terminates if such transaction is closed or abandoned and that the closing or abandonment of such transaction occurs within one year of the date such agreement was entered into; or (13h) above; provided, however, that the provisions relating to if such encumbrance or restriction contained in any such Indebtedness are no less favorable is the result of applicable corporate law or regulation relating to the Company in any material respect as determined by the Board payment of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance dividends or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)distributions.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or ordersthis Indenture; (2) this Indenture any security or pledge agreements, leases or options (including, without limitation, any Liens permitted hereunder)or similar agreements) containing customary restrictions on transfers of the assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (54) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (5) any contracts for the sale of assets, including, without limitation, 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 date Restricted Subsidiary, pending the closing of such sale or disposition, PROVIDED that any such restriction relates solely to the assets that are the subject of such agreement; (6) restrictions on cash or other deposits or net worth imposed by leases entered into in the ordinary course of business; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; and (10) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof contracts, provided instruments or obligations referred to in clauses (1) through (9); PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Company, no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment transfer restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness dividend or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such transfer restrictions apply only prior to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries on its (1) Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) make loans or advances or to pay any Indebtedness or other obligation indebtedness owed to the Company or any other Restricted Subsidiary of its Subsidiaries, (ii) make loans or advances to the Company; Company or any of its Subsidiaries or (ciii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the date of this Indenture, (b) this Indenture, the Notes and the Guarantees, (c) applicable law, rules, regulations and/or orders; (2d) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions instrument governing Indebtedness or Capital Stock of any contract or any lease governing a leasehold interest of Person acquired by the Company or any Restricted Subsidiary of the Company; (4) any agreements existing its Subsidiaries as in effect at the time of any merger such acquisition (except to the extent such Indebtedness was incurred in connection with or consolidation with any Person, acquisition of any Person or the properties or assets in contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and acquired, provided that, in the manner case of Indebtedness, such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined Indebtedness was permitted to be incurred by the Board terms of Managers of the Company this Indenture, (e) customary non-assignment provisions in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (11f) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the purchase money obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and business that do not, individually or in the aggregate, detract from the value of property or assets impose restrictions of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to nature described in clause (2)iii) above on the property so acquired, (4), (5), (8), (11), (12) or (13g) above; providedPermitted Refinancing Debt, however, provided that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing such Indebtedness Permitted Refinancing Debt are no less favorable to the Company in any material respect more restrictive taken as determined by the Board of Managers of the Company in their reasonable and good faith judgment a whole than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (a) on its Capital Stock; Stock or (b) make loans with respect to any other interest or advances participation in, or to measured by, its profits, (ii) pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (iii) make loans or advances to the Company or any of the Company; its Restricted Subsidiaries or (civ) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the date of this Indenture, (b) this Indenture and the Notes, (c) applicable law, rules, regulations and/or orders; (2d) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions instrument governing Indebtedness or Capital Stock of any contract or any lease governing a leasehold interest of Person acquired by the Company or any of its Restricted Subsidiary of the Company; (4) any agreements existing Subsidiaries as in effect at the time of any merger such acquisition (except to the extent such Indebtedness was incurred in connection with or consolidation with any Person, acquisition of any Person or the properties or assets in contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofacquired, provided that the Consolidated Cash Flow of such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined Person is not taken into account in determining whether such acquisition was permitted by the Board terms of Managers of the Company this Indenture, (e) customary nonassignment provisions in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (11f) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the Purchase Money Obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and business that do not, individually or in the aggregate, detract from the value of property or assets impose restrictions of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to nature described in clause (2iv) above on the property so acquired, or (g) Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive with respect to the provisions set forth in clauses (i), (4ii), (5), iii) and (8), (11), (12iv) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction above than those contained in any such the agreements governing the Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary Subsidiary; (c) guarantee any Indebtedness or any other obligation of the CompanyCompany or any Restricted Subsidiary; or (cd) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (each such encumbrance or restriction, a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)and the Security Documents; (3) customary non-assignment nonassignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary, or the properties or assets of any Personsuch Restricted Subsidiary, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) customary restrictions imposed by any with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary to sell be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock permitted under this Indenture to any Person pending the closing of such salebe sold or disposed of; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply Permitted Lien, to the extent and only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict instrument restricts the transfer or other disposition of the property assets subject to such Capitalized Lease Obligations, security agreements Permitted Lien; or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) 8) an agreement governing Indebtedness Refinancing Indebted- ness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; providedProvided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company Holders in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements the applicable agreement referred to in such clause (2), (4), (5), (8), (11), (12) or (13)5) .

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any 57 -49- Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets the Amended Credit Facility; or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (136) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (136).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue DateDate (including the New Bank Credit Facility); or (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, or the acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Senior Secured Credit Facilities; provided that the provisions relating to such encumbrances or restrictions contained in such Senior Se-cured Credit Facilities are no less favorable to the Company in any material respects than the provisions relating to such encumbrances or restrictions contained in the Senior Secured Credit Facilities as in effect on the Issue Date; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary of the Company to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (1413) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (14) customary provisions in Interest Swap Obligations, Commodity Agreements and Currency Agreements permitted under this Indenture and entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company in any manner material to the Company or any Restricted Subsidiary; (16) encumbrances or restrictions imposed by indentures or other similar instruments governing other Indebtedness Incurred by the Company or any Restricted Subsidiary of the Company (and if such Indebtedness is guaranteed, by the guarantors of such Indebtedness) ranking equally with the Notes (or any Guarantee), provided that the encumbrances or restrictions imposed by such other indentures or instruments are not materially more restrictive taken as a whole than the encumbrances or restrictions imposed by this Indenture; (17) encumbrances or restrictions imposed by Credit Facilities (other than the Senior Secured Credit Facilities), the Australian Credit Facilities and the Hong Kong Facility; provided that the provisions relating to such encumbrances or restrictions contained in such Credit Facilities are no less favorable to the Company in any material respects (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) than the provisions relating to such encumbrances or restrictions contained in such Credit Facilities, the Australian Credit Facilities and the Hong Kong Facility, in each case, as in effect on the Issue Date; and (1618) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) aboveabove or Refinancings thereof; provided, ,however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)5) above or Refinancings thereof.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunderby this Indenture); (3) customary non-assignment provisions of any contract or any lease or license governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, person or acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personperson; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board board of Managers managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.184.17; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuer to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances to or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer; or (c) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest entered into in the ordinary course of the Company or any Restricted Subsidiary of the Companybusiness; (4) any agreements existing at the time of any merger agreement or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements any agreement existing on the Issue Date to (including, without limitation, the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue DateSenior Bank Financing); (6) in the case of clause (c) above, (A) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien and (B) restrictions on the transfer of assets imposed by any agreement, lease or permit entered into or obtained in the ordinary course of business in connection with the operation of flight kitchens; (7) (A) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; , (7B) any agreement or instrument governing Capital Stock of any Person that is acquiredacquired or (C) any joint venture, stockholder or similar agreements; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such encumbrances and restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement or instrument governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or including any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).72 -63-

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries on its Capital Stock; Stock or with respect to any other interest or participation in, or measured by, its profits or (b) make loans or advances or to pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries, (iv) grant any Liens or security interests in favor of the CompanyHolders of the Notes and the Trustee or (v) guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions existing under or by reason of: of (1A) Existing Indebtedness or the Bank Credit Agreement, (B) applicable law, rules, regulations and/or orders; (2C) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions instrument governing Indebtedness or Capital Stock of any contract or any lease governing a leasehold interest of Person acquired by the Company or any of its Restricted Subsidiary of the Company; (4) any agreements existing Subsidiaries as in effect at the time of any merger such acquisition (except to the extent such Indebtedness was incurred in connection with or consolidation with any Person, acquisition of any Person or the properties or assets in contemplation of such Person (including agreements governing Acquired Indebtednessacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or Person, so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofacquired, provided that in the case of Indebtedness, such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined Indebtedness was permitted by the Board terms of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing be incurred, (D) by reason of such sale; (7x) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness customary non-assignment provisions in leases, licenses, sales agreements 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; business and consistent with past practices or (11y) restrictions imposed pursuant to a binding agreement for the Credit Facilities; (12) any restriction under an agreement governing Indebtedness sale or disposition of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements all or mortgages securing Indebtedness substantially all of the Company Equity Interests or a assets of any Restricted Subsidiary to the extent Subsidiary, provided such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating apply solely to the respective joint venture Equity Interests or similar entity or the equity interests thereinassets being sold, (E) entered into purchase money obligations for property acquired in the ordinary course of business; business that impose restrictions of the nature described in clause (15iii) contracts entered into above on the property so acquired, (F) restrictions imposed by Permitted Liens on the transfer of the assets that are subject to such Liens, (G) Permitted Refinancing Debt, provided that the restrictions contained in the ordinary course of businessagreements governing such Permitted Refinancing Debt are no more restrictive, not relating to Indebtednessas a whole, and that do not, individually or than those contained in the aggregate, detract from agreements governing the value of property Indebtedness being refinanced or assets of the Company or any (H) provisions in agreements with other persons who own Equity Interests in a Restricted Subsidiary which have the effect of requiring that transactions described in any manner material clauses (ii) or (iii) above be effected on terms no more favorable to the Company or any its Restricted Subsidiaries than a pro rata basis in accordance with Equity Interests owned in such Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital StockStock to Huntsman International or any Restricted Subsidiary; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the any Credit FacilitiesFacility; (12) any restriction under an agreement governing Indebtedness 50 of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture Indenture; (including, without limitation, any Liens permitted hereunder3) the Credit Agreement (as it may be assigned in accordance with its terms); (34) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (45) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (56) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock purchase money obligations for property acquired in the ordinary course of any Person business that is impose restrictions of the nature discussed in clause (c) above on the property so acquired; (8) Indebtedness contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or other contractual requirements disposition of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that all or substantially all of the Capital Stock or assets of such restrictions apply only to such Securitization EntityRestricted Subsidiary; (9) Liens secured Indebtedness otherwise permitted to be incurred in accordance with the covenant described under pursuant to Section 4.184.04 and Section 4.14; (10) restrictions on cash or customary provisions in joint venture agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions net worth provisions contained in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements leases and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to by the Company or any Restricted Subsidiary; and (1612) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), (4), (5), (8), 1) through (11), (12) or (13) above; provided, however, -------- ------- that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) clauses; or (13)) an agreement governing Indebtedness permitted to be incurred pursuant to Section 4.04; provided that the provisions relating to such encumbrance or restriction -------- contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Credit Agreement as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) make loans or advances or to pay any Indebtedness indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries or (iv) guarantee the CompanyNotes or any renewals or refinancings thereof, in each case except for such encumbrances or restrictions (other than encumbrances and restrictions in respect of clause (iv) of this sentence) existing under or by reason of: of (1a) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are Existing Indebtedness as in effect on such date May 11, 1999, (b) the Credit Agreement (as defined in the Existing Note Indenture) as in effect on May 11, 1999, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments the Credit Agreement (as defined in the Existing Note Indenture) as in effect on May 11, 1999, (c) (x) the Issue Date; Existing Notes, any Guarantee thereof and the Existing Note Indenture and (6y) restrictions imposed the Notes, any Guarantee thereof and this Indenture, (d) applicable law, (e) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending of its Restricted Subsidiaries as in effect at the closing time of such sale; acquisition (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) except to the extent such Indebtedness or other contractual requirements of a Securitization Entity Equity Interests were incurred in connection with a Qualified Securitization Transaction; or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person, or the Equity Interests, property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such restrictions apply only to such Securitization Entity; Indebtedness was permitted by this Indenture, (9f) Liens incurred by reason of customary nonassignment provisions in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (11g) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the purchase money obligations for property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into acquired in the ordinary course of business; business that impose restrictions of the nature described in clause (15iii) above on the property so acquired or proceeds therefrom, (h) customary restrictions in asset or stock sale agreements limiting transfer of such assets or stock pending the closing of such sale, (i) customary non-assignment provisions in contracts entered into in the ordinary course of business, not relating to or (j) Permitted Refinancing Indebtedness, and provided that do not, individually or the restrictions contained 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; and (16) an agreement agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (each such encumbrance or restriction in clause (a), (b), or (c) a "Payment Restriction"), except for such ------------------- encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract lease or license agreements or similar agreements entered into the ordinary course of business of any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which Indebtedness Incurred in accordance with paragraph (b) of Section 4.04; provided -------- that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person merged or consolidated with or so acquired or any Person, becoming a Subsidiary of such Personthe Company; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement restriction or encumbrance contained in contracts for the sale of assets to sell assets or Capital Stock permitted under be consummated in accordance with this Indenture solely in respect of the assets to any Person pending the closing of be sold pursuant to such salecontract; (7) any agreement restrictions on the sale or instrument governing Capital Stock other disposition or encumbrance of any Person that is acquiredproperty securing Indebtedness as a result of a Permitted Lien on such property; (8) Indebtedness any agreement relating to an acquisition of property, so long as the encumbrances or other contractual requirements restrictions in any such agreement relate solely to the property so acquired and are not or were not created in anticipation of a Securitization Entity or in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entitythe acquisition thereof; (9) Liens incurred in accordance with the covenant described under Section 4.18Senior Credit Facility; or (10) restrictions on cash any encumbrance or other deposits restriction contained in Permitted Indebtedness or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement governing Permitted Refinancing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred Incurred to Refinance the Indebtedness issued, assumed or incurred Incurred pursuant to an agreement referred to in clause (2), clauses (4), (5), (8), (11), (12) or (139) above; provided, however, -------- that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the Company or to the Holders in any material respect as determined by in the Board of Managers of the Company in their reasonable and good faith judgment of the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (139).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) the Loan Documents, the Senior Subordinated Indenture, the Take-Out Securities, the Exchange Notes or the Senior Secured Credit Agreement, in each case to the extent incurred in accordance with this Indenture (including, without limitation, any Liens permitted hereunder)Agreement; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (5) agreements existing on the Issue Closing Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Closing Date; (6) restrictions imposed any restriction or encumbrance contained in contracts for sale of assets permitted by any agreement this Agreement in respect of the assets being sold pursuant to sell assets or Capital Stock permitted under this Indenture to any Person such contracts pending the closing close of such sale, which encumbrance or restriction is not applicable to any asset other than the asset being sold pursuant to such contract; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only Purchase Money Obligations to such Securitization Entity; (9) Liens the extent permitted to the incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into hereunder for property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above on the property so acquired; (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary 8) restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary nature described in clause (c) above on the transfer of assets subject to any Lien to the extent permitted to be incurred hereunder imposed by the holder of such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements Lien; or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (169) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (135) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)and the Notes; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary acquired, provided that such Acquired Indebtedness was permitted by the terms of such Personthis Indenture; (5) the Credit Agreement; (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (67) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement with respect to sell assets or Capital Stock an Asset Sale permitted under this Indenture to any Person pending the closing of such sale; (79) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (c) above; or (11) the Credit Facilities; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Refinancing Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (136) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance encumbrance, or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (136), respectively.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) the Revolving Credit Facility; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (45) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personacquired; (56) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (67) restrictions imposed arising by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending customary non-assignment provisions in leases and licenses entered into in the closing ordinary course of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquiredbusiness and consistent with past practices; (8) Indebtedness restrictions contained in purchase money 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into capital lease obligations for property acquired in the ordinary course of business; (11) the Credit Facilities; (129) any customary restriction under an agreement governing Indebtedness or encumbrance contained in contracts for sales of a Foreign Subsidiary assets or sales of Capital Stock of Restricted Subsidiaries permitted under Section 4.12by this Indenture; or (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (1610) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (136) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).whose Indebtedness is being refinanced. 57 -50-

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will not nor shall it cause or permit any of its Restricted Subsidiaries to and will not consent to or vote in favor of any Media Venture to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company or any Media Venture to (a) pay dividends or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, such Subsidiary's or Media Venture's profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or Company, to any other Restricted Subsidiary of the CompanyCompany or to any Media Venture; or (c) transfer any of its property or assets to the Company or Company, to any other Restricted Subsidiary of the CompanyCompany or to any Media Venture (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable lawany restrictions contained in (i) the Loan Documents or (ii) the Indebtedness or Investments pertaining to a Subsidiary of the Company that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; provided, ruleshowever, regulations and/or ordersthat any such Indebtedness or Investments was not incurred as a result of, in connection with or in anticipation of the transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not apply to any Person, or the properties of assets of any Person, other than the Subsidiary acquired and such Indebtedness or Investment is otherwise permitted to be incurred pursuant to Section 6.1 or 6.4, as applicable; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company or to any Restricted Media Venture; (3) customary net worth provisions contained in leases and other agreements entered into by a Subsidiary of the Company; (4) any agreements existing at the time of any merger Company or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into Media Venture in the ordinary course of business; (114) the Credit Facilitiesapplicable law; (125) any instrument that Refinances any Indebtedness effecting any such encumbrance or restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12) or (131) above; provided, however, that the provisions relating to any such encumbrance or restriction contained in any such Indebtedness instrument are no not materially less favorable to the Company Company, its Subsidiaries or the Media Venture or the Lenders than those contained in any material respect as determined by the Board of Managers of the Company agreements referred to in their reasonable clauses (1) and good faith judgment than the provisions relating to (5) such encumbrance or restriction contained having been in agreements referred existence prior to the Closing Date and (6) encumbrances or restrictions in any instrument governing Indebtedness Incurred in compliance with Section 6.1(iv) that require the borrower of such clause (2), (4), (5), (8), (11), (12) Indebtedness to maintain cash in an amount equal to but not more than one scheduled interest payment on such Indebtedness; provided that the aggregate amount of cash required to be maintained pursuant to all such restrictions shall not exceed $1.0 million per Group or (13)$3.0 million for all of the Company's Subsidiaries and Media Ventures.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or the Issuer; (c) guarantee any other Restricted Subsidiary Obligation arising under or in respect of the CompanyNotes or this Indenture of the Company or any Restricted Subsidiary; or (cd) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except except, in each case, for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder)Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Personits subsidiaries; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date; (6) any encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the date of this Indenture, which encumbrance or restriction is in existence at the time such person becomes a Restricted Subsidiary or is created on the date it becomes a Restricted Subsidiary; (7) restrictions imposed by on the transfer of assets subject to any agreement to sell assets or Capital Stock Lien permitted under this Indenture to any Person pending imposed by the closing holder of such saleLien; (7) 8) any agreement or instrument governing the payment of dividends or other distributions on or in respect of Capital Stock of any Person that is acquired; (8) 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; (9) Liens incurred in accordance with restrictions under the covenant described under Section 4.18Global Bank Facility; (10) other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 4.12, provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances); (11) restrictions on cash or other deposits or net worth imposed by the customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; or (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (129) or (1310) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (8), (11), (12) or (13).