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 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 or in respect of its Capital Stock; ; (b2) 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 or (c3) 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: : (1a) applicable law; (b) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), rules, regulations and/or orders; (2) this Indenture or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in the Loan Documents (includingas defined in the Senior Subordinated Credit Agreement) and this Indenture, without limitationas the case may be, any Liens permitted hereunder); taken as a whole; (3c) customary non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (d) 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 Person; the Restricted Subsidiary; (5e) agreements existing on the Issue Date Date; (f) the Senior Credit Facility and the A/R Facility; (g) 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 Date; Lien; (6h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; ; (7i) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) 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 Receivables Entity; ; (9j) 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 agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness Directors of the Company or a Restricted Subsidiary to in their reasonable and good faith judgment than 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 contained in the ordinary course of businessSenior Credit Facility as in effect on the Issue Date; or (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 (16k) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred Incurred pursuant to an agreement referred to in clause (2b), (4d), (5), (8), (11), (12e) or (13f) 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 (2b), (4d), (5), (8), (11), (12e) or (13f).

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 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 to: (a1) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital Stock; (b) make loans Restricted Subsidiaries, or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (2) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or (3) sell, lease or (c) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of: : (1) applicable lawagreements (including in respect of any Credit Facilities) as in effect on the date of this Indenture and any amendments, rulesmodifications, regulations and/or orders; restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements (or the agreements referred to in this clause (1)) or the Indebtedness to which those agreements (or the agreements referred to in this clause (1)) 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, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (2) this Indenture (includingIndenture, without limitation, any Liens permitted hereunder); the Notes and the Subsidiary Guarantees; (3) customary non-assignment provisions Applicable Law or similar restriction; (4) any 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 or consolidation Capital Stock was incurred in connection 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 acquired; provided that, in the case of Indebtedness, such Person; Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (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 instruments governing 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 any of its Restricted Subsidiary Subsidiaries permitted 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 be incurred pursuant to an agreement referred entered into subsequent to the date of this Indenture in clause (2), (4), (5), (8), (11), (12) or (13) aboveaccordance with Section 4.09; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness instruments are no less favorable to not materially more restrictive, taken as a whole, than the Company provisions contained in any material respect the Credit Agreement and in this Indenture as in effect on the date of this Indenture, as determined by the Board of Managers Directors of the Company in their its reasonable and good faith judgment judgment; (6) non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; (7) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property purchased or leased of the nature described in clause (3) of the preceding paragraph; (8) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business, or (b) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements; (12) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) customary encumbrances and restrictions contained in agreements referred of the types described in the definition of “Permitted Business Investments”; (15) Hedging Contracts permitted from time to time under this Indenture; (16) the issuance of preferred securities by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such clause preferred securities is permitted pursuant to Section 4.09 and the terms of such preferred securities do not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make any other distributions on its Equity Interests (2other than requirements to pay dividends or liquidation preferences on such preferred securities prior to paying any dividends or making any other distributions on such other Equity Interests), ; and (4), (5), (8), (11), (1217) or (13)any Permitted Investment.

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 indirectlyindirectly make any Restricted Payment or immediately after giving effect thereto, create or otherwise cause or permit to exist or become effective any consensual encumbrance or 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 Company, Borrower or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company Company, Borrower or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: : (1i) applicable law, rules, regulations and/or orders; ; (2ii) this Indenture the Loan Documents (including, without limitation, any Liens permitted hereunderby such Loan Documents); , the indenture relating to the Permanent Securities permitted by Section 5.08(c)(i) (3including, without limitation, any Liens permitted by this Agreement or the indenture relating to the Permanent Securities), provided that encumbrances or restrictions contained in such other indenture 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 those in this Agreement; (iii) 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, 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 subsidiary of such PersonPerson and as amended or modified; provided, however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (5v) agreements existing on the Issue Closing Date (after giving effect to the Acquisition) to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the 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 Closing Date; ; (6vi) 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; ; (7vii) any agreement or instrument governing Capital Stock of any Person that is acquired; acquired and as amended or modified provided, however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (8) viii) 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; ; (9ix) Liens incurred in accordance with the covenant described under Section 4.18; 5.14; (10x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (11xi) the Senior Secured Credit Facilities; Facilities and any Asset Backed Credit Facilities as in effect on the Closing Date and as amended or modified, so long as such amendment or modification is not materially more restrictive, taken as a whole, as at the time of execution of such amendment or modification; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13xii) customary restrictions in construction loans, purchase money obligations, Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary of the Company to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; ; (14xiii) 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; ; (15xiv) customary provisions in Hedging Obligations permitted under this Agreement and entered into in the ordinary course of business; (xv) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company in any manner material to the Company or such Restricted Subsidiary; (xvi) encumbrances or restrictions imposed by indentures or other similar instruments governing other Indebtedness Incurred by the Company or any Restricted Subsidiary; Subsidiary of the Company (and if such Indebtedness is guaranteed, by the guarantors of such Indebtedness) ranking equally with the Loans and the Exchange Notes (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2any guarantee), provided that the encumbrances or restrictions imposed by such other indentures or instruments are not materially more restrictive taken as a whole than the encumbrances or restrictions imposed by this Agreement; and (4xvii) encumbrances or restrictions imposed by Credit Facilities (other than the Senior Secured Credit Facilities), (5), (8), (11), (12) or (13) above; provided, however, provided that the provisions relating to such encumbrance encumbrances or restriction restrictions contained in any such Indebtedness Credit Facilities are no less favorable to the Company in any material respect respects (as determined by the Board of Managers Directors of the Company in their reasonable and good faith judgment judgment) than the provisions relating to such encumbrance encumbrances or restriction restrictions contained in agreements referred to the Senior Secured Credit Facilities as in effect on the Closing Date and as amended or modified, so long as such clause (2)amendment or modification is not materially more restrictive, (4)taken as a whole, (5), (8), (11), (12) as at the time of execution of such amendment or (13)modification.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) 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 to: (a1) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital Stock; (b) make loans Subsidiaries, or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (2) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or or (c3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries. (b) Notwithstanding the Companyforegoing, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (1) agreements governing Existing Indebtedness and the Credit Facilities in effect on June 1, 2003 and other customary encumbrances and restrictions existing on or after the date hereof that are not more restrictive in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements on June 1, 2003 (provided that the application of such restrictions and encumbrances to additional Restricted Subsidiaries not subject thereto on June 1, 2003 shall not be deemed to make such restrictions and encumbrances more restrictive); (2) the Indenture and the Notes and other customary encumbrances and restrictions existing in indentures and notes after the date hereof that are not more restrictive, in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Indenture; (3) applicable lawlaw (including without limitation, rules, regulations and/or orders; and agreements with regulatory authorities); (24) 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 or consolidation Capital Stock was incurred in connection 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 acquired; provided that, in the case of Indebtedness, such Person; Indebtedness was permitted by the terms of the Indenture to be incurred; (5) agreements existing on the Issue Date to the extent and customary non-assignment provisions in leases entered into in the manner such agreements are ordinary course of business and consistent with past practices; (6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in effect the ordinary course of business that impose restrictions on such date and that property of the nature described in clause (3) of paragraph (a) of this Section 3.06; (7) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements agreement for the sale or refinancings thereof, other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings Permitted Refinancing Indebtedness 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 the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 3.05 hereof that limit the right of the debtor to dispose of the assets subject to such agreements Liens; (10) provisions with respect to the disposition or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell distribution of 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 property in joint venture agreements, asset sale agreements, stock sale agreements and other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transactionsimilar agreements; provided that such restrictions apply only to the assets or property subject to such Securitization Entityjoint venture or similar agreement or to the assets or property being sold, as the case may be; and (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; (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 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 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 to to: (a1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital Stock; (b) make loans Stock or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (2) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary of the Company; or (c3) sell or 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: : (1A) applicable lawthe U.S. Credit Agreement, 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 other agreement 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 Restricted Subsidiaries outstanding on the Issue Date to the extent and Date, 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 each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof, and any other Credit Facility; provided, however, that any such amendment, restatement, renewal, replacement or refinancing or other such Credit Facility is no more restrictive in the aggregate in any material respect with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, renewed, replaced or refinanced or the U.S. Credit Agreement in effect on the Issue Date, as the case may be; (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; (7B) any agreement applicable law or instrument governing Capital Stock any rule, regulation or order of any Person that is acquired; governmental authority; (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; (12C) any restriction under instrument of 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 Acquired Person acquired by the Company or a any Restricted Subsidiary after the Issue Date as in effect at the time of such acquisition and not entered into by such Acquired Person in connection with, as a result of or in contemplation of such acquisition; provided, however, that such encumbrances and restrictions are not applicable to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements Company 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 any Restricted Subsidiary 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 other than the Company Acquired Person 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 assets of the Company Acquired Person; (D) customary non-assignment provisions in their reasonable and good faith judgment than the provisions relating to such encumbrance leases, licenses or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).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 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 (a) pay dividends or make any other distributions permitted by Applicable Law on any Capital Stock of such Subsidiary owned by the Borrower or in respect of its Capital Stock; any other Subsidiary, (b) pay any Indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the Company; or (cd) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary Subsidiary; provided, however, that the foregoing clause shall not apply to encumbrances and restrictions: (a) existing on the Closing Date (including pursuant to the Existing ABL Facility and the Equity Documents), and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the CompanyBoard of Directors, except for such no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of: of Applicable Law; (1c) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, existing with respect to any Liens permitted hereunder); (3) customary non-assignment provisions Person or the property or assets of any contract such Person acquired by the Borrower or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements Subsidiary, existing at the time of any merger such acquisition and not incurred in contemplation thereof, which encumbrances or consolidation with any Person, acquisition of restrictions are not applicable to any Person or the properties property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (including agreements governing Acquired Indebtedness)d) in the case of clause (d) of the first paragraph of this Section 7.11: (i) that restrict in a customary manner the subletting, which encumbrance assignment or restriction transfer of any property or asset that is not applicable a lease, license, conveyance or contract or similar property or asset, (ii) existing by virtue of any transfer of, agreement to any Persontransfer, option or right with respect to, or the properties or assets of Lien on, any Person, other than the Person or the properties property or assets of the Person merged or consolidated with or so acquired Borrower or any Subsidiary of such Person; not otherwise prohibited by this Agreement, (5iii) agreements existing on the Issue Date arising or agreed 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 any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company Borrower or any Restricted Subsidiary in any manner material to the Company Borrower or any Restricted Subsidiary; , or (iv) arising under purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations; (e) with respect to a Subsidiary and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Subsidiary; (f) arising from customary provisions in joint venture agreements, asset sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale agreements, stockholder agreements and other similar agreements entered into in the ordinary course of business; (g) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (h) arising in connection with any Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Subsidiary of the Borrower permitted to be incurred subsequent to the date of the Closing Date pursuant to the provisions of Section 7.02; and (i) restrictions on cash or other deposits or net worth imposed by suppliers, landlords or customers or required by insurance, surety or bonding companies, in clause each case under contracts entered into in the ordinary course of business. Nothing contained in this Section 7.11 shall prevent the Borrower or any Subsidiary from (2)a) creating, (4)incurring, (5), (8), (11), (12) assuming or suffering to exist any Liens otherwise permitted under Section 7.01 or (13b) above; provided, however, that restricting the provisions relating to such encumbrance sale or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board other disposition of Managers property or assets of the Company in their reasonable and good faith judgment than Borrower or any of its Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Borrower or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)any of its Subsidiaries.

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. 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 to: (a1) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital Stock; (b) make loans Restricted Subsidiaries, or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (2) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or (3) sell, lease or (c) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of: : (1) applicable lawagreements (including in respect of any Credit Facilities) as in effect on the date of this Indenture and any amendments, rulesmodifications, regulations and/or orders; restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements (or the agreements referred to in this clause (1)) or the Indebtedness to which those agreements (or the agreements referred to in this clause (1)) 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, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (2) this Indenture (includingIndenture, without limitation, any Liens permitted hereunder); the Notes and the Subsidiary Guarantees; (3) customary non-assignment provisions Applicable Law or similar restriction; (4) any 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 or consolidation Capital Stock was incurred in connection 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 acquired; provided that, in the case of Indebtedness, such Person; Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (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 instruments governing 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 any of its Restricted Subsidiary Subsidiaries permitted 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 be incurred pursuant to an agreement referred entered into subsequent to the date of this Indenture in clause (2), (4), (5), (8), (11), (12) or (13) aboveaccordance with Section 4.09; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness instruments are no less favorable to not materially more restrictive, taken as a whole, than the Company provisions contained in any material respect the Credit Agreement and in this Indenture as in effect on the date of this Indenture, as determined by the Board of Managers Directors of the Company in their its reasonable and good faith judgment judgment; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; (7) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property purchased or leased of the nature described in clause (3) of the preceding paragraph; (8) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business, or (b) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements; (12) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) customary encumbrances and restrictions contained in agreements referred of the types described in the definition of “Permitted Business Investments”; (15) Hedging Contracts permitted from time to time under this Indenture; (16) the issuance of preferred securities by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such clause preferred securities is permitted pursuant to Section 4.09 and the terms of such preferred securities do not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make any other distributions on its Equity Interests (2other than requirements to pay dividends or liquidation preferences on such preferred securities prior to paying any dividends or making any other distributions on such other Equity Interests), ; and (4), (5), (8), (11), (1217) or (13)any Permitted Investment.

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: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock to the Company or advances any of the Company's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligation indebtedness owed to the Company or any other Restricted Subsidiary of the Company's Restricted Subsidiaries; (2) make loans or advances to the Company or any of the Company's Restricted Subsidiaries; or or (c3) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company's Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (1) applicable lawExisting Indebtedness and the Credit Agreement, 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 in each case as in effect 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 respectrestrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements Existing Indebtedness or instruments the Credit Agreement, as in effect on the Issue Date; ; (2) the Indenture, the Subsidiary Guarantees and the Securities; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (5) customary non-assignment provisions in licenses or leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money or capital lease obligations for property acquired in the ordinary course of business that impose restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending on the closing property so acquired of such sale; the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or instrument governing Capital Stock other disposition of any Person a Restricted Subsidiary that is acquired; restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such restrictions apply only to such Securitization Entity; Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred in accordance with pursuant to the provisions of the covenant described under Section 4.18; 4.18 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; and (11) 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 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 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 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 permitted under the 9 3/8% Notes Indenture, the 8 3/4% Notes Indenture and the 10 1/2% Notes Indenture existing on the Issue Date to (including the extent Credit Agreement and in the manner Senior Credit Facility, as applicable) 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 which 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 57 -49- 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, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (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 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) 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 all material respect respects as determined in good faith 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)7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien.

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 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 or any other Restricted Subsidiary of the Company; or 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; law and agreements with governmental authorities with respect to assets located in their jurisdiction, (2) the Securities, this Indenture or any Guarantee, (including, without limitation, any Liens permitted hereunder); (3A) customary non-provisions restricting (1) the subletting or assignment of any lease or (2) 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 (a) 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; ), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $50,000, and, in each case, the monetary proceeds thereof, (5) agreements existing on any agreement or instrument governing Senior Debt or Guarantor Senior Debt, including 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; New Credit Agreement, (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9), (13) or (16) of the definition of Permitted Indebtedness, (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture, (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under not in violation of this Indenture to any Person pending the closing of such sale; , (79) any agreement or instrument governing Capital Stock customary rights of any first refusal with respect to the Company's and its Restricted Subsidiaries' interests in their respective Restricted Subsidiaries and joint ventures, (10) Indebtedness of 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; (10) time of creation of each such encumbrance or restriction, that such encumbrances and restrictions on cash would not singly or other deposits or net worth imposed by customers under contracts entered into in the ordinary course aggregate have a materially adverse effect on the Holders of business; the Securities, (11) the Credit Facilities; (12) subordination of any restriction under an agreement governing Indebtedness owed by the Company or any of a Foreign its Restricted Subsidiaries to the Company or any other Restricted Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing to any 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 or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and Securities, or (1612) 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 clauses (2), (4), ) and (5), (8), (11), (12) above or (13) aboveany 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), (5), (8), (11), (12) or (13)of 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 (a) 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 (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Subsidiary owned by the Borrower or in respect of its Capital Stockany other Subsidiary; (bii) pay any Indebtedness owed to the Borrower or any other Subsidiary; (iii) 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 (civ) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary of Subsidiary. (b) The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the CompanyEffective Date and set forth on Schedule 8.7 (b)(i); (ii) existing in the Senior Note Indentures and the Senior Discount Debenture Indentures, except for and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Banks than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (iii) existing under or by reason of: (1) of applicable law, rules, regulations and/or orders; ; (2iv) this Indenture (including, without limitation, existing with respect to any Liens permitted hereunder); (3) customary non-assignment provisions Person or the property or assets of any contract such Person acquired by the Borrower or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements its Subsidiaries, existing at the time of any merger such acquisition and not incurred in contemplation thereof, which encumbrances or consolidation with any Person, acquisition of restrictions are not applicable to any Person or the properties property or assets of any Person other than such Person or the property or assets of such Person so acquired; (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or v) in the properties or assets case of transfers 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 a Subsidiary to the Company Borrower or any Restricted Subsidiary in any manner material to the Company or any Restricted other 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 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 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 or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, Subsidiary; except for such encumbrances or restrictions existing under or by reason reasons of: : (1) applicable law, rules, regulations and/or orders; ; (2) this Indenture (includingIndenture, without limitation, any Liens permitted hereunder); the Securities or 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 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 or the properties or assets of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; acquired; (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 the Issue Date; (7) any other agreement entered into after the Issue Date that contains encumbrances and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided restrictions that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive (as determined by the Board of Managers of the Company with respect to any Restricted Subsidiary than those in their reasonable and good faith judgment) in any material respect, taken as a whole, effect with respect to such dividend and other payment restrictions than those contained in such Restricted Subsidiary pursuant to agreements or instruments as in effect on the Issue Date; ; (68) agreements governing Permitted Indebtedness; (9) customary bank credit agreements Incurred pursuant to clause (xv) of the definition of Permitted Indebtedness; (10) customary restrictions imposed by on the transfer of any property or assets arising under a security agreement to sell assets or Capital Stock governing a Lien permitted under this Indenture Indenture; (11) customary restrictions with respect to any Person pending the closing of such sale; (7) any a Restricted Subsidiary pursuant to an agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity has been entered into in connection with a Qualified Securitization Transaction; provided the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (12) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (13) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.3 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such restrictions apply only to such Securitization Entity; Indebtedness; (9) Liens incurred in accordance with the covenant described under Section 4.18; (1014) 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; and (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 Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (116), (12) 8) or (13) 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 as determined by the Board of Managers of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (116), (12) 8) or (13)) above.

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 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 consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a) pay dividends or make any other distributions on its Capital Stock to the Borrower or in respect any of its Capital Stock; Restricted Subsidiaries, or pay any Indebtedness or other obligations owed to the Borrower or any of its Restricted Subsidiaries; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other of its Restricted Subsidiary of the CompanySubsidiaries; or or (c) transfer any of its property properties or assets to the Company Borrower or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 7.02 will not apply to encumbrances or restrictions existing under or by reason of: : (1) applicable lawagreements as in effect on the date of this Agreement and any amendments, rulesmodifications, regulations and/or orders; restatements, 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, replacement 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 Agreement; (2) this Indenture (includingAgreement, without limitation, any Liens permitted hereunder); the Loans and the Guaranty; (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; applicable Laws; (4) any agreements existing instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower 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 Person; Indebtedness was otherwise permitted by the terms of this Agreement to be incurred; (5) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements existing on the Issue Date to the extent and or similar operational agreements or in licenses or leases, in each case entered into in the manner such agreements are ordinary course of business and consistent with past practices; (6) Capital Lease Obligations, mortgage financings or purchase money obligations, in effect each case for property acquired in the ordinary course of business that impose restrictions on such date and that property of the nature described in clause (c) of the preceding paragraph; (7) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements agreement for the sale or refinancings thereofother disposition of a Restricted Subsidiary of the Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings Permitted Refinancing Indebtedness are no not materially 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 the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 7.06 that limit the right of the debtor to dispose of the assets subject to such agreements Liens; (10) provisions with respect to the disposition or instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement to sell distribution of assets or Capital Stock permitted under this Indenture to any Person pending property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the closing ordinary course of such sale; business; (711) any agreement or instrument governing Capital Stock relating to any property or assets acquired after the date of any Person that is acquired; (8) Indebtedness this Agreement, so long as such encumbrance or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such Securitization Entity; acquisitions; (9) Liens incurred in accordance with the covenant described under Section 4.18; (1012) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (11) the Credit Facilities; (1213) any restriction under an agreement instrument governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligationsan FERC Subsidiary, 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 provided 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 was otherwise permitted by the Board terms of Managers of the Company in their reasonable and good faith judgment than the provisions relating this Agreement to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)be incurred.

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 assignment, subletting or restriction on transfer or net worth provisions of any contract contract, license 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; (6) the Credit Facility; (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 sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquiredLien; (8) Indebtedness any agreement for the sale or other contractual requirements disposition of a Securitization Entity in connection with a Qualified Securitization Transactionthe Capital Stock or assets of any Subsidiary of the Company; provided provided, that such encumbrances and restrictions apply are only applicable to such Securitization Entity; (9) Liens incurred Subsidiary or assets, as applicable, and any such sale or disposition is made in accordance compliance 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 4.16 to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements applicable thereto; 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 (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), (4), (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 to: (a1) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital Stock; (b) make loans Restricted Subsidiaries, or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (2) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or (3) sell, lease or (c) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of: : (4) agreements (including in respect of any Credit Facilities) as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements (or the agreements referred to in this clause (1)) applicable lawor the Indebtedness to which those agreements (or the agreements referred to in this clause (1)) relate, rulesprovided that the amendments, regulations and/or orders; 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, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (25) this Indenture the Note Documents; (including, without limitation, 6) Applicable Law or similar restriction; (7) 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 or consolidation Capital Stock was incurred in connection 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 Personacquired; (5) agreements existing on the Issue Date to the extent and 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 otherwise 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 of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; be incurred; (8) Indebtedness or instruments governing 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 any of its Restricted Subsidiary Subsidiaries permitted 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 be incurred pursuant to an agreement referred entered into subsequent to the date of this Indenture in clause (2), (4), (5), (8), (11), (12) or (13) aboveaccordance with Section 4.09; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness instruments are no less favorable to not materially more restrictive, taken as a whole, than the Company provisions contained in any material respect the Linn Credit Agreement and in this Indenture as in effect on the date of this Indenture, as determined by the Board of Managers Directors of the Company in their its reasonable and good faith judgment judgment; (9) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; (10) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property purchased or leased of the nature described in clause (3) of the preceding paragraph; (11) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (12) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (13) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (14) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business, or (b) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements; (15) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (16) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (17) customary encumbrances and restrictions contained in agreements referred of the types described in the definition of “Permitted Business Investments”; (18) Hedging Contracts permitted from time to time under this Indenture; (19) the issuance of preferred securities by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such clause preferred securities is permitted pursuant to Section 4.09 and the terms of such preferred securities do not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make any other distributions on its Equity Interests (2other than requirements to pay dividends or liquidation preferences on such preferred securities prior to paying any dividends or making any other distributions on such other Equity Interests), ; and (4), (5), (8), (11), (1220) or (13)any Permitted Investment.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Each of the Company and Holdings will not, and Holdings will not cause or permit any of its Restricted Subsidiaries (including the Company) 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 Holdings or in respect any of its Capital Stock; Restricted Subsidiaries (bincluding the Company), or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Holdings or any of its Restricted Subsidiaries (including the Company); (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Holdings or any other of its Restricted Subsidiary of Subsidiaries (including the Company); or (3) sell, lease or (c) transfer any of its property properties or assets to the Company Holdings or any other of its Restricted Subsidiary of Subsidiaries (including the Company). However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (1) applicable lawagreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, rulesrestatements, regulations and/or ordersmodifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend 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 Note Guarantees; (3) customary non-assignment provisions of any contract Applicable Law, rule, regulation or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; order; (4) any agreements existing instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or Holdings or any of its Restricted Subsidiaries as in effect at the time of any merger such acquisition (except to the extent such Indebtedness or consolidation Capital Stock was incurred in connection 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 acquired; provided that, in the case of Indebtedness, such Person; Indebtedness was permitted by the terms of this Indenture to be incurred; (5) agreements existing customary non-assignment or subletting provisions in contracts, leases and licenses entered into in the ordinary course of business; (6) purchase money obligations and mortgage financings for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the Issue Date to property purchased or leased of the extent and nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the manner agreements governing such agreements Permitted Refinancing Indebtedness 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 not materially 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 the agreements or instruments as in effect on governing 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; being refinanced; (9) Liens permitted to be incurred in accordance with under the covenant described under provisions of Section 4.18; 4.14 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of Holdings’ Board of Directors, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements and which limitation, in the case of any Collateral, is not applicable to enforcement of the Lien thereon securing the Secured Obligations; (11) restrictions on cash cash, Cash Equivalents or other deposits (other than Collateral) or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (11) the Credit Facilities; and (12) any restriction governing any other Indebtedness permitted to be incurred under an agreement governing Indebtedness this Indenture, provided that the terms and conditions 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 Obligationsand encumbrances, 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 businesstaken as a whole, are 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 materially more restrictive than those contained in any such Indebtedness are no less favorable to the Company in any material respect this Indenture, taken 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)a whole.

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 foregoing. (i) Section 4.22 of the Indenture is amended and restated in their reasonable and good faith judgment than the provisions relating its entirety to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).read as follows:

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 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: (aA) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock to the Company or any of its Restricted Subsidiaries; (bB) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or or (cC) transfer any of its property 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: : (1) applicable lawlaws, rules, regulations and/or orders; rules and regulations; (2) any provision contained in this Indenture (including, without limitation, any Liens permitted hereunder); Indenture; (3) customary non-assignment provisions of any contract or any lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any of its Restricted Subsidiary of the Company; Subsidiaries; (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 assets or assets Capital Stock of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; acquired; (5) agreements existing on the Issue Date May 17, 2001 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; date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture relating to any Person such assets 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) 8) Liens incurred in accordance with the covenant described under Section 4.18; 4.15; (109) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (1110) the Credit Facilities; Agreement as in effect on May 17, 2001; (1211) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under incurred in compliance with Section 4.12; 4.08; (1312) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a any of its Restricted Subsidiary Subsidiaries 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 (agreements, in each case case, relating solely to the respective joint venture or similar entity or the equity interests therein; provided that this clause (13) entered into shall not affect the limitation in clause (5) of the ordinary course definition of business; "Permitted Investments"; (1514) 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 of its Restricted Subsidiary Subsidiaries in any manner material to the Company or any of its Restricted SubsidiarySubsidiaries; (15) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions on the ability of any Restricted Subsidiary of the Company to transfer the property so acquired to the Company or any of its other Restricted Subsidiaries; and 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), (1210) or (1315) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no not materially less favorable to the Company Holders of Notes in any material respect the aggregate as reasonably 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), (1210) or (1315). In addition, the Company will use its commercially reasonable efforts, consistent with its contractual obligations and fiduciary duties to its joint ventures, not to permit any of its joint ventures that are not Restricted Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of such joint venture to: (A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (B) make loans or advances or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; or (C) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except for those restrictions existing under or by reason of: (1) such joint venture's joint venture agreement or its credit facility, or (2) the restrictions described in clauses (1) through (16), as applicable, of the first sentence of this Section 4.11 (assuming that references therein to Restricted Subsidiary were references to such joint venture). This Section 4.11 will not apply after the Fall-Away Event.

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 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 or any other Restricted Subsidiary of the Company; or 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; law and agreements with governmental authorities with respect to assets located in their jurisdiction; (2) the Securities, this Indenture or any Guarantee; (including, without limitation, any Liens permitted hereunder); (3A) customary non-provisions restricting (1) the subletting or assignment of any lease or (2) 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 (a) 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; ), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $250,000, and, in each case, the monetary proceeds thereof; (5) agreements existing any agreement or instrument (A) in effect at or entered into on the Issue Date to or (B) governing Senior Debt, including 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; Credit Agreement; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9), (13) or (16) of the definition of Permitted Indebtedness; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under not in violation of this Indenture to any Person pending the closing of such sale; ; (79) any agreement or instrument governing Capital Stock customary rights of any first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries and Joint Ventures; (10) Indebtedness of 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; (10) time of creation of each such encumbrance or restriction, that such encumbrances and restrictions on cash would not singly or other deposits or net worth imposed by customers under contracts entered into in the ordinary course aggregate have a materially adverse effect on the Holders of business; the Securities; (11) the Credit Facilities; (12) subordination of any restriction under an agreement governing Indebtedness owed by the Company or any of a Foreign its Restricted Subsidiaries to the Company or any other Restricted Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing to any other Indebtedness of the Company or a any of its Restricted Subsidiary to Subsidiaries; provided that (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 or any Restricted Subsidiary in any manner material to the Company or any Restricted SubsidiarySecurities; and or (1612) 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 clauses (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), (5), (8), (11), (12) or (13)of the Indebtedness being refinanced.

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 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 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 (a) pay dividends or make any other distributions permitted by Applicable Law on any Capital Stock of such Subsidiary owned by the Borrower or in respect of its Capital Stock; any other Subsidiary, (b) pay any Indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the Company; or (cd) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary Subsidiary; provided, however, that the foregoing clause shall not apply to encumbrances and restrictions: (a) existing on the Closing Date (including pursuant to the Existing ABL Facility), and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the CompanyBoard of Directors, except for such no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of: of Applicable Law; (1c) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, existing with respect to any Liens permitted hereunder); (3) customary non-assignment provisions Person or the property or assets of any contract such Person acquired by the Borrower or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any agreements Subsidiary, existing at the time of any merger such acquisition and not incurred in contemplation thereof, which encumbrances or consolidation with any Person, acquisition of restrictions are not applicable to any Person or the properties property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (including agreements governing Acquired Indebtedness)d) in the case of clause (d) of the first paragraph of this Section 7.11: (i) that restrict in a customary manner the subletting, which encumbrance assignment or restriction transfer of any property or asset that is not applicable a lease, license, conveyance or contract or similar property or asset, (ii) existing by virtue of any transfer of, agreement to any Persontransfer, option or right with respect to, or the properties or assets of Lien on, any Person, other than the Person or the properties property or assets of the Person merged or consolidated with or so acquired Borrower or any Subsidiary of such Person; not otherwise prohibited by this Agreement, (5iii) agreements existing on the Issue Date arising or agreed 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 any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company Borrower or any Restricted Subsidiary in any manner material to the Company Borrower or any Restricted Subsidiary; , or (iv) arising under purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations; (e) with respect to a Subsidiary and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Subsidiary; (f) arising from customary provisions in joint venture agreements, asset sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale agreements, stockholder agreements and other similar agreements entered into in the ordinary course of business; (g) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (h) arising in connection with any Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Subsidiary of the Borrower permitted to be incurred subsequent to the date of the Closing Date pursuant to the provisions of Section 7.02; and (i) restrictions on cash or other deposits or net worth imposed by suppliers, landlords or customers or required by insurance, surety or bonding companies, in clause each case under contracts entered into in the ordinary course of business. Nothing contained in this Section 7.11 shall prevent the Borrower or any Subsidiary from (2)a) creating, (4)incurring, (5), (8), (11), (12) assuming or suffering to exist any Liens otherwise permitted under Section 7.01 or (13b) above; provided, however, that restricting the provisions relating to such encumbrance sale or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board other disposition of Managers property or assets of the Company in their reasonable and good faith judgment than Borrower or any of its Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Borrower or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)any of its Subsidiaries.

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 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 or any other Restricted Subsidiary of the Company; or 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; law and agreements with governmental authorities with respect to assets located in their jurisdiction; (2) the Securities, this Indenture or any Guarantee; (including, without limitation, any Liens permitted hereunder); (3A) customary non-provisions restricting (1) the subletting or assignment of any lease or (2) 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 (a) 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; ), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $50,000, and, in each case, the monetary proceeds thereof; (5) agreements existing any agreement or instrument (A) in effect at or entered into on the Issue Date to or (B) governing Senior Debt or Guarantor Senior Debt, including 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; New Credit Agreement; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9), (13) or (16) of the definition of Permitted Indebtedness; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under not in violation of 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 customary rights of first refusal 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 respect 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 Company's and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity its Restricted Subsidiaries' 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 respective Restricted Subsidiaries 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).Joint 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 Subsidiary 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 (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Subsidiary owned by the Company or in respect of its Capital Stock; any other Subsidiary, (bii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary (the items set forth in clauses (i) through (iv) referred to as "Subsidiary Transfers"). The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in this Indenture or any other agreements in effect on the Closing Date (other than the Old Notes Indenture), and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except for such refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) of applicable law; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Subsidiary and existing at the time of such acquisition and not incurred in contemplation thereof, ruleswhich encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05 (A) that restrict in a customary manner the subletting, regulations and/or orders; assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (2B) this Indenture (includingexisting by virtue of any transfer of, without limitationagreement to transfer, option or right with respect to, or Lien on, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract property or any lease governing a leasehold interest assets 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 otherwise prohibited 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 or (C) arising or agreed 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 any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (v) with respect to a Subsidiary and imposed pursuant to a bona fide agreement with an unaffiliated third party that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Subsidiary; (vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default contained in such Indebtedness or agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors in its reasonable judgment); and (16C) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause Company determines (2), (4), (5), (8), (11), (12as evidenced by a resolution of the Board of Directors) or (13) above; provided, however, that the provisions relating to any such encumbrance or restriction is not reasonably expected to materially affect the Company' s ability to make principal or interest payments on the Notes. Nothing contained in any such Indebtedness are no less favorable to this Section 4.05 shall prevent the Company or any Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in any material respect as determined by Section 4.09 or (2) restricting the Board sale or other disposition of Managers property or assets of the Company in their reasonable and good faith judgment than or any of its Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Company or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)any of its Subsidiaries.

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 (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions distribution 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: : (1i) applicable law, rulesrule, regulations and/or orders; regulation, order, grant or governmental permit; (2ii) this Indenture and the Security Documents; (including, without limitation, any Liens permitted hereunder); iii) the Credit Agreement; (3iv) customary non-assignment provisions of any contract contract, license or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; ; (4v) 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; acquired; (5vi) agreements existing or entered into 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; ; (6vii) 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 business; business or Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (11c) above on the Credit Facilities; property so acquired; (12viii) any restriction under an agreement governing Indebtedness contracts for the sale of a Foreign Subsidiary permitted under Section 4.12; (13) assets, including, without limitation, customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness with respect to a Restricted 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 Capital Stock or assets of such Restricted Subsidiary; (ix) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.4 and 4.16 that limit the right of the debtor to dispose of the assets securing such Capitalized Lease Obligations, security agreements or mortgages; Indebtedness; (14x) 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; ; (15xi) contracts customary net worth and restrictions on transfer, assignment or subletting provisions contained in leases and other agreements 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; (xii) any restriction in any agreement or instrument of a Receivables Entity governing a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity or Receivables and Related Assets; (16xiii) an any agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), i) through (4), (5), (8), (11), (12) or (13xii) 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 Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses; or (2)xiv) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.4; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, (4)taken as a whole, (5), (8), (11), (12) are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Credit Agreement or (13)in this Indenture 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 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 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 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 in any manner material to the Company or any other than such Subsidiary which is becoming a Restricted Subsidiary; and (163) 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 (1) and (2), or in this clause (43), (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 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 any other Restricted Subsidiary of the Company; or 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 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 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 relating to 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 property acquired by the Board Company or any of Managers of its Subsidiaries after 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 Initial 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 encumbrance or restriction exists at the time such property is acquired, relates only to such Securitization Entity; (9) Liens the property which is acquired and was not incurred in accordance with the covenant described under Section 4.18; connection with, or in anticipation or contemplation of, such acquisition; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (115) the Credit Facilities; Agreement; (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 (166) 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 (134) 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), ) or (4); (7) contractual provisions contained in charter documents, limited liability agreements, partnership agreements, operating agreements or similar organizational documents of Subsidiaries of the Company in existence on the Initial Issue Date, and similar provisions entered into by Subsidiaries of the Company thereafter in the ordinary course of business; provided, however, that such provisions are no less favorable to the Company or any Subsidiary in any material respect than the provisions in existence on the Initial Issue Date; or (5), (8), (11), (12) 8) agreements restricting the sale or (13)other disposition of any property securing Indebtedness which constitutes a Permitted Lien on such property.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Except as provided in Section 4.11(b), 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 to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to to: (ai) pay dividends or make any other distributions on any Equity Interests of the Subsidiary owned by the Company or in respect of its Capital Stock; any other Subsidiary; (bii) make loans or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary; (iii) make loans or advances to the CompanyCompany or any other Subsidiary; or or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of the Company, except for such Section 4.11(a) do not apply to any encumbrances or restrictions existing under or by reason of: restrictions: (1i) 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 as provided for in the manner such Indenture or any other agreements are in effect on such date the Issue Date, and any amendments, modifications, restatementsextensions, renewals, increases, supplements, refundings, replacements or refinancings thereof, of any of the foregoing; provided that such amendmentsthe encumbrances and restrictions in the extension, modificationsrenewal, restatements, 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 respectrefinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of applicable law; or (iii) existing with respect to any Person, or to the Property of any Person, at the time the Person is acquired by the Company or any Subsidiary; which encumbrances or restrictions: (i) are not applicable to any other Person or the Property of any other Person; and (ii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in clause (a)(iv) arising or agreed to in the ordinary course of business: (x) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (y) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any Subsidiary; (v) with respect to a Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Subsidiary that is permitted by Section 4.14; (vi) with respect to a Subsidiary and imposed pursuant to a customary provision in a joint venture or other similar agreement 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 Subsidiary 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 was entered into in the ordinary course of business; (vii) imposed by the standard loan documentation in connection with loans from Banco Nacional de Desenvolvimento Econômico e Social — BNDES (the Brazilian National Development Bank) to any Subsidiary; or (11viii) 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 required 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 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)Indenture.

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 Stock; ; (b) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rulesrule, regulations and/or orders; regulation or order; (2) this Agreement, the Senior Indenture (including, without limitation, any Liens permitted hereunder); including the Exchange Notes) and the Guarantees; (3) customary non-assignment provisions of any contract or any lease lease, license or sublicenses 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 Person; acquired; (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) the Bank Facility and the Target Facility; (7) 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 agreement such encumbrances or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of restrictions being binding on a Securitization Entity in connection with Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Qualified Securitization Transaction; Restricted Subsidiary, provided that such encumbrances or restrictions apply only to are not entered into solely in contemplation of such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; Person becoming a Restricted Subsidiary; (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 (1611) 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), ) and (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 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) and (6), (8), (11), ; (12) customary restrictions on leases, subleases, licenses, sublicenses, or asset sale agreements otherwise permitted hereby; and (13)) restrictions imposed on cash or other deposits imposed by customers entered into in the ordinary course of business.

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 such Restricted Subsidiary of the Company to to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (b2) 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 or (c3) 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: : (1a) applicable law, rules, regulations and/or orders; ; (2b) this Indenture Indenture, the Notes and the Guarantees; (including, without limitation, any Liens permitted hereunder); (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; ; (4d) 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 Person; acquired; (5e) agreements or instruments existing on the Issue Date to the extent and in the manner such agreements encumbrances and restrictions 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; , including without limitation the Credit Agreement; (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; (7f) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness for the sale or other contractual requirements disposition 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 that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (g) Liens securing Indebtedness that limit the extent such restrictions restrict the transfer right of the property debtor to dispose of the assets 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).Lien;

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: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (b2) 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 or (c3) 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: : (1A) applicable law, rules, regulations and/or orders; rule or regulation; (2B) this Indenture Indenture, the Notes, the Guarantees, or the Collateral Agreements; (including, without limitation, any Liens permitted hereunder); (3C) customary non-assignment provisions of any contract or lease of any lease governing a leasehold interest Subsidiary of the Company or any Restricted Subsidiary to the extent such provisions restrict the transfer of the Company; lease or the property leased thereunder; (4D) 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; acquired; (5E) agreements of the Company, ▇▇▇▇▇▇ and their respective Subsidiaries existing on the Issue Date and amendments and modifications thereto, where such amendments and modifications, with respect to (1) the Indenture Documents, are in accordance with the provisions under Article Nine, (2) the Merger Agreement, are such that no provision thereof has been waived, amended, supplemented or otherwise modified in a manner which could reasonably be expected to be materially adverse to the extent and rights or interests of any Holder, without the consent from the Holders holding at least a majority 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 aggregate principal amount of the Company in their reasonable Notes and good faith judgment(3) in any material respectother agreement, so long as the restrictions, taken as a whole, in such amendments or modifications are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such dividend encumbrances and other payment restrictions than those contained in such agreements or instruments as in effect the existing agreements; (F) restrictions on the Issue Date; transfer of assets subject to any Lien permitted under this Indenture; (6G) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; ; (7H) 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; (I) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided, that such restrictions relate only to the assets financed with such Indebtedness; (15J) restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (B) and (E) above; (K) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, not relating ; (L) restrictions on the ability of any Foreign Subsidiary to Indebtedness, and that do not, individually make dividends or in the aggregate, detract other distributions resulting from the value operation of property or assets covenants contained in documentation governing Indebtedness of the Company or any Restricted such Subsidiary in any manner material to the Company or any Restricted Subsidiarypermitted under this Indenture; and or (16M) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2B), (4D), (5E), (8), (11), (12H) or (13I) 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 (2B), (4D), (5E), (8), (11), (12H) or (13I).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and and, to the extent within the Company’s control, will 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 of any kind on the ability of any Restricted Subsidiary of the Company to to: (a1) pay dividends or make any other distributions on any Equity Interests of the Subsidiary owned by the Company or in respect of its Capital Stock; any other Subsidiary, (b2) make loans or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary, (3) make loans or advances to the Company; Company or any other Subsidiary, or (c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions (1) existing on the Issue Date, in the Indenture or in any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the Companyforegoing; provided the encumbrances and restrictions in the extension, except for such renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (2) existing under or by reason of: (1) of applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); rule regulation or order; (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 respect to any Person, or to the properties property or assets of any Person, at the time the Person is acquired by the Company or any Subsidiary, which encumbrances or restrictions (i) are not applicable to any other than the Person or the properties property or assets of the any other Person merged or consolidated with or so acquired or any Subsidiary (other than Subsidiaries of such Person; ) and (5ii) agreements existing do not materially adversely affect the ability to make interest, principal and redemption payments on the Issue Date to the extent and in the manner such agreements are in effect on such date Notes and any amendments, modifications, restatementsextensions, renewals, increasesreplacements, supplements, refundings, replacements or refinancings thereofof any of the foregoing, provided that such amendmentsthe encumbrances and restrictions in the extension, modificationsrenewal, restatements, 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 respectrefinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (4) of the type described in clause (a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to such dividend any property or assets of, the Company or any Subsidiary; (5) with respect to a Subsidiary and other payment restrictions than those contained in such agreements imposed pursuant to an agreement that has been entered into for the sale or instruments as in effect on disposition of all or substantially all of the Issue Date; Capital Stock of, or property and assets of, the Subsidiary that is permitted by Section 4.12; (6) contained in the terms governing any Debt of any Subsidiary if the encumbrances or restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing are ordinary and customary for a financing of such sale; that type; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; required pursuant to the Indenture; (8) Indebtedness existing pursuant to customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; similar Person; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) consisting of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (10) existing pursuant to purchase money and capital lease obligations for property acquired in the ordinary course of business; and (11) the Credit Facilities; (12) restrictions or conditions contained in any restriction under an trading, netting, operating, construction, service, supply, purchase or other 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 to which the Company or any of its Subsidiaries is 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) party entered into in the ordinary course of business; (15) contracts entered into in provided that such agreement prohibits the ordinary course encumbrance solely 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 such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any Restricted other asset or property of the Company or such Subsidiary or the assets or property of any other Subsidiary. For purposes of determining compliance with this Section 4.10, (i) the priority of any Preferred Stock in any manner material receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other Preferred Stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred Subsidiary to Refinance other Debt Incurred by the Indebtedness issued, assumed Company 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 Subsidiary shall not be deemed a restriction on the ability 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 make loans or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)advances.

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 to: (aA) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock to the Company or any of its Restricted Subsidiaries; (bB) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or or (cC) transfer any of its property 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: : (1) applicable lawlaws, rules, regulations and/or orders; rules and regulations; (2) this Indenture (including, without limitation, any Liens permitted hereunder); and the 2008 Indenture; (3) customary non-assignment provisions of any contract or any lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any of its Restricted Subsidiary of the Company; Subsidiaries; (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 assets or assets Capital Stock of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; acquired; (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; date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture relating to any Person such assets 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) 8) 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).4.15;

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) 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 consensual restriction on the ability of any Restricted Subsidiary of the Company to to: (a1) 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 (bB) with respect to any other interest or participation in, or measured by, its profits, or of its Restricted Subsidiaries; (ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or or (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (b) The provision of the Company, except for such Section 4.16(a) will not apply to encumbrances or restrictions existing under or by reason of: : (1i) Existing Indebtedness as in effect on the Issue Date; (ii) the New Credit Facility as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date hereof; (iii) this Indenture and the Securities; (iv) applicable law, rulesrules or regulations, 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 order or ruling by a leasehold interest Governmental Authority or a Gaming Authority; (v) any instrument of a 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 (but not created 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 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 of such sale; be incurred; (7vi) any agreement customary non-assignment provisions in leases, licenses, encumbrances, contracts 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 similar agreements entered into or acquired in the ordinary course of business; ; (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 business; business that impose restrictions of the nature described in clause (15iii) of Section 4.16(a) on the property so acquired; (viii) contracts entered into in for the ordinary course sale of businessassets, not relating including, without limitation, customary restrictions with respect 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 a 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 that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; and (2)ix) Permitted Refinancing Indebtedness, (4), (5), (8), (11), (12) or (13) above; provided, however, PROVIDED that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing 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 Issuer 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 of any kind on the ability of any Restricted Subsidiary of the Company to (a1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock; any other Restricted Subsidiary, (b2) pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary, (3) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the Company; or (c4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Issue Date, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the CompanyBoard of Directors, except for such no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) of applicable law, rules, regulations and/or orders; ; (2iii) this Indenture (including, without limitation, existing with respect to any Liens permitted hereunder); (3) customary non-assignment provisions Person or the property or assets of any contract or any lease governing a leasehold interest of such Person acquired by the Company Issuer or any Restricted Subsidiary of the Company; (4) any agreements Subsidiary, existing at the time of any merger such acquisition and not incurred in contemplation thereof, which encumbrances or consolidation with any Person, acquisition of restrictions are not applicable to any Person or the properties property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (including agreements governing Acquired Indebtedness)iv) in the case of clause (4) of the first paragraph of this Section 4.13: (A) that restrict in a customary manner the subletting, which encumbrance assignment or restriction transfer of any property or asset that is not applicable a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to any Persontransfer, option or right with respect to, or the properties or assets of Lien on, any Person, other than the Person or the properties property or assets of the Person merged or consolidated with or so acquired Issuer 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 not otherwise prohibited by this Indenture, (C) arising or agreed 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 any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company Issuer or any Restricted Subsidiary in any manner material to the Company Issuer or any Restricted Subsidiary; , or (D) arising under purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations; (v) with respect to a Restricted Subsidiary and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (vii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (viii) arising in connection with any Indebtedness, Disqualified Stock or preferred stock of the Issuer or any Restricted Subsidiary of the Issuer permitted to be incurred subsequent to the date of the Issue Date pursuant to the provisions of Section 4.4. Nothing contained in clause this Section 4.13 shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.16 or (2), (4), (5), (8), (11), (12) restricting the sale or (13) above; provided, however, that the provisions relating to such encumbrance other disposition of property 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 assets of the Company in their reasonable and good faith judgment than Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Issuer or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)any of its Restricted Subsidiaries.

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 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 or any other Restricted Subsidiary of the Company; or 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; law and agreements with governmental authorities with respect to assets located in their jurisdiction, (2) the Notes or this Indenture Securities Purchase Agreement, (including, without limitation, any Liens permitted hereunder); (3A) customary non-provisions restricting (1) the subletting or assignment of any lease or (2) 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 (a) 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; ), or (b) any Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $1 million, and, in each case, the monetary proceeds thereof, (5) agreements existing restrictions on the Issue Date 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 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; Lien permitted under this Securities Purchase Agreement, (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under not in violation of this Indenture Securities Purchase Agreement to any Person pending the closing of such sale; , (7) any agreement or instrument governing Capital Stock customary rights of any Person that is acquired; first refusal with respect to the Company's and its Subsidiaries' interests in their respective Subsidiaries and joint ventures, (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with Person that was a Qualified Securitization TransactionSubsidiary of the Company at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 5.03; provided that such encumbrances and restrictions apply only to such Securitization EntitySubsidiary and its assets; and provided, further, that the Board of Directors of the Company has determined in good faith, at the 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, or, (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash subordination of any Indebtedness owed by the Company or any of its Subsidiaries to the Company or any other deposits or net worth imposed by customers under contracts entered into in Subsidiary of the ordinary course of business; (11) the Credit Facilities; (12) Company 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 Restricted Subsidiary to any of its Subsidiaries; provided (A) such other Indebtedness is permitted under this Securities Purchase Agreement 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 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)Holders.

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 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 Stock; ; (b) make loans or advances to or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (c) 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 (includingIndenture, without limitation, the Notes and any Liens permitted hereunder); 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 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 Person; its subsidiaries; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date and the Issue Date; (6) 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 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, restriction with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date; 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; (67) 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 sale; Lien; (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) 9) restrictions under the Credit Agreement; (10) other Indebtedness or other contractual requirements permitted to be incurred subsequent to the Issue Date pursuant to the provisions of a Securitization Entity in connection with a Qualified Securitization TransactionSection 4.12 hereof; provided that any such restrictions apply only are ordinary and customary with respect to such Securitization Entity; the type of Indebtedness being incurred (9) Liens incurred in accordance with under the covenant described under Section 4.18; relevant circumstances); (1011) 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, 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), (129) or (1310).

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 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 or any other Restricted Subsidiary of the Company; or 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; law and agreements with governmental authorities with respect to assets located in their jurisdiction; (2) the Securities, this Indenture or any Guarantee; (including, without limitation, any Liens permitted hereunder); (3A) customary non-provisions restricting (1) the subletting or assignment of any lease or (2) 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 (a) 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; ), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $250,000, and, in each case, the monetary proceeds thereof; (5) agreements existing any agreement or instrument (A) in effect at or entered into on the Issue Date to or (B) governing Senior Debt, including 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; Credit Agreement; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9), (13) or (17) of the definition of Permitted Indebtedness; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under not in violation of this Indenture to any Person pending the closing of such sale; ; (79) any agreement or instrument governing Capital Stock customary rights of any first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries and Joint Ventures; (10) Indebtedness of 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; (10) time of creation of each such encumbrance or restriction, that such encumbrances and restrictions on cash would not singly or other deposits or net worth imposed by customers under contracts entered into in the ordinary course aggregate have a materially adverse effect on the Holders of business; the Securities; (11) the Credit Facilities; (12) subordination of any restriction under an agreement governing Indebtedness owed by the Company or any of a Foreign its Restricted Subsidiaries to the Company or any other Restricted Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing to any other Indebtedness of the Company or a any of its Restricted Subsidiary to Subsidiaries; provided that (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 or any Restricted Subsidiary in any manner material to the Company or any Restricted SubsidiarySecurities; and or (1612) 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 clauses (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), (5), (8), (11), (12) or (13)of 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 consensual 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; 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: 41 (1) applicable law, rules, regulations and/or orders; ; (2) this Indenture (including, without limitation, any Liens permitted hereunder); the 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 Company; business; (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 Person; acquired; (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 Effective Date; ; (6) the Bank Credit Agreement; (7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such ▇▇▇▇; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this the Indenture to any Person pending the closing of such sale; ; (79) any agreement or instrument governing Capital Stock of any Person that is acquired; acquired (8) other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company in contemplation of the transaction); (10) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided PROVIDED that such restrictions apply only to such Securitization Entity; ; (911) Liens any agreement or instrument governing Indebtedness (whether or not outstanding) of foreign Restricted Subsidiaries of the Company incurred in accordance reliance on clause (iii) of the definition of Permitted Indebtedness; (12) any agreement or instrument governing any other Indebtedness permitted to be incurred subsequent to the Effective Date pursuant to the provisions of clauses (ii), (iii), (x), (xiv) and (xvi) of the definition of "Permitted Indebtedness"; PROVIDED that any such restrictions are ordinary and customary with respect to the covenant described type of Indebtedness being incurred (under Section 4.18; the relevant circumstances); (1013) 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; and (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture any encumbrances or similar entity restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements 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 refinancings of the Company contracts, instruments 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), (11), (121) or 42 through (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 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 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 Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries (other than Non-Recourse 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 its Capital Stock or in respect pay any Debt owed to the Company or any of its Capital Stock; Subsidiaries, (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 its Subsidiaries, (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (d) incur or suffer to exist Liens in favor of the CompanyHolders, except for such encumbrances or restrictions existing under or by reason of: of any of the following: (1) applicable law, rules, regulations and/or orders; ; (2) this Indenture (includingand the indentures governing the Deferred Coupon Notes, without limitation, any Liens permitted hereunder); the 2006 Notes and the 2007 Notes; (3) customary non-provisions restricting subletting or assignment provisions of any contract lease or any lease governing a leasehold interest of the Company license or any Restricted Subsidiary of the Company; other commercial agreement; (4) any agreements existing at the time instrument governing Acquired Debt 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 such Person and its Subsidiaries, or the properties property or assets of the such Person merged or consolidated with or and its Subsidiaries, so acquired or any Subsidiary of such Person; acquired; (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, Liens specifically permitted by Section 4.11; provided that such amendmentsLiens and the terms governing such Liens do not, modificationsdirectly or indirectly, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Managers of restrict the Company in their reasonable and good faith judgment) in any material respector its Subsidiaries from granting other Liens, taken except as a whole, with respect to the assets subject to such dividend and Liens; (6) the Credit Agreement, the Receivables Financing Agreement or other payment restrictions than those contained in such agreements or instruments as in effect Debt existing 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; and (7) any agreement Refinancing of the Credit Agreement, the Receivables Financing Agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or such other contractual requirements of a Securitization Entity in connection with a Qualified Securitization TransactionDebt existing on the Issue Date; provided that the terms and conditions of any such restrictions apply only Refinancing agreements relating to such Securitization Entity; (9) Liens incurred in accordance with the covenant terms described under Section 4.18; clauses (10a)-(d) 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 above 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 those contained in the agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)governing the Debt 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)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 Issuer 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 of any kind on the ability of any Restricted Subsidiary of the Company to (a1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock; any other Restricted Subsidiary, (b2) pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary, (3) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the Company; or (c4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanySubsidiary, except for any encumbrances or restrictions: (i) existing on the Issue Date in the Credit Agreement, this Indenture or otherwise, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) of applicable law, rules, regulations and/or orders; ; (2iii) this Indenture (including, without limitation, existing with respect to any Liens permitted hereunder); (3) customary non-assignment provisions Person or the property or assets of any contract or any lease governing a leasehold interest of such Person acquired by the Company Issuer or any Restricted Subsidiary of the Company; (4) any agreements Subsidiary, existing at the time of any merger such acquisition and not incurred in contemplation thereof, which encumbrances or consolidation with any Person, acquisition of restrictions are not applicable to any Person or the properties property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (including agreements governing Acquired Indebtedness)iv) in the case of clause (4) of the first paragraph of this Section 4.13: (A) that restrict in a customary manner the subletting, which encumbrance assignment or restriction transfer of any property or asset that is not applicable a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to any Persontransfer, option or right with respect to, or the properties or assets of Lien on, any Person, other than the Person or the properties property or assets of the Person merged or consolidated with or so acquired Issuer 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 not otherwise prohibited by this Indenture, (C) arising or agreed 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 any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company Issuer or any Restricted Subsidiary in any manner material to the Company Issuer or any Restricted Subsidiary; , or (D) arising under purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations; (v) with respect to a Restricted Subsidiary and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred imposed pursuant to an agreement referred that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (vii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (viii) arising in connection with any Indebtedness, Disqualified Stock or preferred stock of the Issuer or any Restricted Subsidiary of the Issuer permitted to be incurred subsequent to the date of the Issue Date pursuant to the provisions of Section 4.4. Nothing contained in clause this Section 4.13 shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.16 or (2), (4), (5), (8), (11), (12) restricting the sale or (13) above; provided, however, that the provisions relating to such encumbrance other disposition of property 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 assets of the Company in their reasonable and good faith judgment than Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Issuer or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)any of its Restricted Subsidiaries.

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)(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; its Restricted Subsidiaries or (ciii) 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) 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 the date of this Indenture, (b) the Amended Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such 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, whole with respect to such dividend and other payment restrictions than those contained in such agreements or instruments the Amended Credit Facility as in effect on the Issue Date; date of this Indenture, (6c) restrictions imposed by this Indenture and the Notes, (d) applicable law, (e) any agreement to sell assets instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such - 45 - 52 Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person (including any Subsidiary 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; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness customary non-assignment and net worth provisions in 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 business; business and consistent with past practices, (11g) purchase money obligations for property acquired in the Credit Facilities; ordinary course of business that impose restrictions of the nature described in clause (12iii) any restriction under an agreement above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (13i) customary restrictions in Capitalized Capital 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 Capital Lease Obligations, security agreements or mortgages; , (14j) 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) an agreement that has been entered into in for the ordinary course sale or disposition of business; (15) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually assets or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to Capital Stock held by the Company or any Restricted Subsidiary; , and (16k) an agreement customary restrictions contained in any agreements or documentation governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (8), (11), (12x) 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)Section 4.09 hereof.

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 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 or any other Restricted Subsidiary of the Company; or 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, rulesrule, regulations and/or orders; regulation or order of, or agreements with, governmental authorities with respect to assets located in their jurisdiction; (2) the Notes, this Indenture or the Note Guarantees and the Escrow Agreement; (including, without limitation, any Liens permitted hereunder); (3A) customary non-provisions (i) restricting the subletting or assignment provisions of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (ii) contained in agreements related to the license of copyrighted or patented materials or other intellectual property, (B) provisions in agreements that restrict the assignment of such agreements or rights thereunder, (C) contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock or (D) in contracts with customers entered into the ordinary course of business that impose restriction on cash or other deposits or net worth; (4) any lease governing agreement or other instrument of a leasehold interest of Person acquired by the Company or any Restricted Subsidiary of or merged with or into the Company; (4) Company or 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)Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) 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; ), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof; (5) agreements existing the Credit Agreement or any agreement or instrument (A) (x) in effect at or entered into on the Issue Date or (y) created, incurred, assumed or suffered to exist on the Spin-Off Date in connection with the Transactions or (B) governing Indebtedness, provided that in the case of clause (B) (x) such Indebtedness is permitted under this Indenture and (y) the Company has determined in good faith at the time of incurrence that such encumbrance or restriction will not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale; (9) customary provisions in joint venture agreements and other agreements or arrangements relating solely to such joint venture; (10) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the extent Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that such other Indebtedness is permitted under this Indenture; or (11) any encumbrances or restrictions of the type referred to in clauses (a), (b) and in the manner such agreements are in effect on such date and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofrefinancing of the contracts, instruments or obligations referred to in subclauses (1) through (10) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company, not materially 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 encumbrance and other payment restrictions taken as a whole 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 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 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 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 to: (aA) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock to the Company or any of its Restricted Subsidiaries; (bB) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or or (cC) transfer any of its property 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: : (1) applicable lawlaws, rules, regulations and/or orders; rules and regulations; (2) this Indenture (including, without limitation, any Liens permitted hereunder); and the 2011 Indenture; (3) customary non-assignment provisions of any contract or any lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any of its Restricted Subsidiary of the Company; Subsidiaries; (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 assets or assets Capital Stock of the Person merged or consolidated with or so acquired or any Subsidiary of such Person; acquired; (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; date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture relating to any Person such assets 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) 8) 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).4.15;

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 will shall not, and will shall not cause or permit any of its Restricted Subsidiaries (other than Non-Recourse 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 its Capital Stock or in respect pay any Debt owed to the Company or any of its Capital Stock; Subsidiaries, (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 its Subsidiaries, (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (d) incur or suffer to exist Liens in favor of the CompanyHolders, except for such encumbrances or restrictions existing under or by reason of: of any of the following: (1) applicable law, rules, regulations and/or orders; ; (2) this Indenture (including, without limitation, any Liens permitted hereunder); and the indentures governing the Other Senior Notes; (3) customary non-provisions restricting subletting or assignment provisions of any contract lease or any lease governing a leasehold interest of the Company license or any Restricted Subsidiary of the Company; other commercial agreement; (4) any agreements existing at the time instrument governing Acquired Debt 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 such Person and its Subsidiaries, or the properties property or assets of the such Person merged or consolidated with or and its Subsidiaries, so acquired or any Subsidiary of such Person; acquired; (5) agreements existing on the Issue Date Liens specifically permitted by Section 4.11; PROVIDED that such Liens and the terms governing such Liens do not, directly or indirectly, restrict the Company or its Subsidiaries from granting other Liens, except as 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 assets subject to such dividend and Liens; (6) the Credit Agreement or other payment restrictions than those contained in such agreements or instruments as in effect Debt existing 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; and (7) any agreement Refinancing of the Credit Agreement or instrument governing Capital Stock any such other Debt existing on the Issue Date; PROVIDED that the terms and conditions 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 Refinancing agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary relating to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; terms described in paragraphs (14a)-(d) 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 above 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 those contained in the agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)governing the Debt 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 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 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 to to: (a1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital Stock; (b) make loans Stock or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (2) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property properties 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: : (1a) applicable lawthe Senior Credit Agreement, rules, regulations and/or orders; (2) this the Opco Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest other agreement 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 Restricted Subsidiaries outstanding on the Issue Date to the extent and Date, 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 each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, renewed, replaced or refinanced; (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; (7b) any agreement or instrument governing Capital Stock of any an Acquired 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 acquired 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 any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such instrument was entered into by such Acquired Person in connection with, as a result of or in contemplation of such acquisition); provided, however, that such encumbrances and restrictions 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 are not applicable to the respective joint venture Company or similar entity any Restricted Subsidiary 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 properties or assets of the Company or any Restricted Subsidiary in any manner material to other than the Company Acquired Person or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed property 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 assets of the Company Acquired Person; (c) customary non-assignment provisions in their reasonable and good faith judgment than the provisions relating to such encumbrance leases, licenses or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).contracts;

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 4.18; (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; or (1210) any encumbrance or restriction under an agreement governing contained in Permitted Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Permitted Refinancing 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 clauses (2), (4), (5), (8), (11), (12) or (139) aboveabove (whether the Indebtedness Refinanced is repaid in whole or in part); 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. (a) The Company will Issuer 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 of any kind on the ability of any Restricted Subsidiary of the Company to (a1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock; any other Restricted Subsidiary, (b2) pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary, (3) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the Company; or (c4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) The restrictions set forth in clause (a) above shall not apply to any encumbrances or restrictions restrictions: (i) existing under or by reason of: reasons of (1A) applicable lawthe Securities or this Indenture, rules, regulations and/or orders; or (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 Indebtedness existing on the Issue Date to including the extent Existing Notes, the Existing Notes Indenture and in the manner such agreements are in effect on such date Credit Agreement, and any amendments, modifications, restatementsextensions, renewalsrefinancings, increases, supplements, refundings, renewals or replacements or refinancings thereof, ; provided that the encumbrances and restrictions in any such amendments, modifications, restatementsextensions, increasesrefinancings, supplementsrenewals or replacements taken as a whole are, refundings, replacements or refinancings are no more restrictive (as determined by in the good faith judgment of the Board of Managers Directors of the Company in their reasonable and good faith judgment) Issuer, no less favorable in any material respectrespect to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, taken as a wholemodified, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction; (iii) existing 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 such Person acquired by the Company or any Restricted Subsidiary in any manner material to the Company Issuer or any Restricted Subsidiary, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; 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, provided that the provisions relating to such encumbrance or restriction contained encumbrances and restrictions in any such Indebtedness are extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Issuer’s Board of Directors, no less favorable to the Company in any material respect as determined by to the Board Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (iv) in the case 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), (12a)(4) or (13).of this Section 4.13:

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and and, to the extent within the Company’s control, will 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 of any kind on the ability of any Restricted Subsidiary of the Company to to: (a1) pay dividends or make any other distributions on any Equity Interests of the Subsidiary owned by the Company or in respect of its Capital Stock; any other Subsidiary; (b2) make loans or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary; (3) make loans or advances to the CompanyCompany or any other Subsidiary; or or (c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions (1) existing on the Issue Date, in this Indenture or in any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the Companyforegoing; provided the encumbrances and restrictions in the extension, except for such renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (2) existing under or by reason of: (1) of applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); rule regulation or order; (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 respect to any Person, or to the properties property or assets of any Person, at the time the Person is acquired by the Company or any Subsidiary, which encumbrances or restrictions (i) are not applicable to any other than the Person or the properties property or assets of the any other Person merged or consolidated with or so acquired or any Subsidiary (other than Subsidiaries of such Person; ) and (5ii) agreements existing do not materially adversely affect the Company’s ability to make interest and principal payments on the Issue Date to the extent and in the manner such agreements are in effect on such date Notes and any amendments, modifications, restatementsextensions, renewals, increasesreplacements, supplements, refundings, replacements or refinancings thereofof any of the foregoing, provided that such amendmentsthe encumbrances and restrictions in the extension, modificationsrenewal, restatements, 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 respectrefinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (4) of the type described in clause (a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to such dividend any property or assets of, the Company or any Subsidiary; (5) with respect to a Subsidiary and other payment restrictions than those contained in such agreements imposed pursuant to an agreement that has been entered into for the sale or instruments as in effect on disposition of all or substantially all of the Issue Date; Capital Stock of, or property and assets of, the Subsidiary that is not prohibited by Section 4.12; (6) contained in the terms governing any Debt of any Subsidiary if the encumbrances or restrictions imposed by any agreement are ordinary and customary for a financing of that type or would not, taken as a whole, materially adversely affect the Company’s ability to sell assets or Capital Stock permitted under this Indenture to any Person pending make interest and principal payments on the closing of such sale; Notes; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; required pursuant to this Indenture; (8) Indebtedness existing pursuant to customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or other contractual requirements similar Person (including, for the avoidance of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; doubt and without limitation, the EXCO Joint Venture); (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) consisting of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (10) existing pursuant to purchase money and capital lease obligations for property acquired in the ordinary course of business; and (11) the Credit Facilities; (12) restrictions or conditions contained in any restriction under an trading, netting, operating, construction, service, supply, purchase or other 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 to which the Company or any of its Subsidiaries is 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) party entered into in the ordinary course of business; (15) contracts entered into in provided that such agreement prohibits the ordinary course encumbrance solely 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 such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any Restricted other asset or property of the Company or such Subsidiary or the assets or property of any other Subsidiary. For purposes of determining compliance with this Section 4.10, (i) the priority of any Preferred Stock in any manner material receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other Preferred Stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred Subsidiary to Refinance other Debt Incurred by the Indebtedness issued, assumed Company 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 Subsidiary shall not be deemed a restriction on the ability 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 make loans or restriction contained in agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13)advances.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) 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 consensual restriction on the ability of any Restricted Subsidiary of the Company to to: (ai) (1) 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 (bB) make loans with respect to any other interest or advances participation in, or to measured by, its profits, or (2) pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary Subsidiaries; (ii) make loans or advances to the Company or any of the Companyits Restricted Subsidiaries; or or (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (b) The provisions of the Company, except for such Section 4.16(a) will not apply to encumbrances or restrictions existing under or by reason of: : (1i) Existing Indebtedness as in effect on the Issue Date; (ii) the New Credit Facility, provided that any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive (as determined by the Board of Directors in good faith) with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the Issue Date; (iii) this Indenture, the Securities and the Collateral Documents; (iv) applicable law, rulesrules or regulations, 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 order or ruling by a leasehold interest Governmental Authority or a Gaming Authority; (v) any instrument of a 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 (but not created 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 Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (vi) customary non-assignment provisions in leases, licenses, encumbrances, contracts or consolidated similar agreements entered into or acquired in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) of Section 4.16(a) on the property so acquired; (viii) 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 for the sale or so acquired disposition of all or any Subsidiary substantially all of the Capital Stock or assets of such PersonSubsidiary; and (5ix) 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 thereofPermitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings Permitted Refinancing Indebtedness are no more restrictive (as determined by the Board of Managers of the Company Directors in their reasonable and good faith judgmentfaith) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such the 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)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 (aA) pay dividends or make any other distributions on or in respect of its Capital Stock; , (bB) 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 (cC) 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, rules regulations and/or orders; ; (2) this Indenture or the Security Documents (including, without limitation, any Liens permitted hereunderby this Indenture and the Security Documents); ; (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 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 board of Managers managers or 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; 4.17; (109) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (10) the Credit Facility to the extent and in the manner the Credit Facility is in effect on the Issue 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 or 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 the Credit Facility as in effect on the Issue Date; (11) agreements containing restrictions that are no more restrictive (as determined by the board or managers or directors of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, than those contained in the Credit Facilities; Facility 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 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) 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; (15) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under clause (15) of the definition of "Permitted Indebtedness"; (16) Indebtedness of the Company and its Subsidiaries permitted under clause (13) of the definition of "Permitted Indebtedness"; (17) 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 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), (1210) or (1312) 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 board of Managers managers or 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), (1210) or (1312).

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 toshall, 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 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 permitted under the 9-3/8% Notes Indenture, the 8-3/4% Notes Indenture, the 10-1/2% Notes Indenture, the 8-1/8% Notes Indenture and the 9% Notes Indenture existing on the Issue Date to (including the extent Credit Agreement and in the manner Senior Credit Facility, as applicable), 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 which 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, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (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 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) 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 all material respect respects as determined in good faith 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)7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (A) 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 such Restricted Subsidiary of the Company to to: (a1) pay dividends or make any other distributions on its Equity Interests to the Company or in respect any of its Capital Stock; (b) make loans the Company's Restricted Subsidiaries, or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company's Restricted Subsidiaries; (2) make loans or advances to the Company or any of the Company's Restricted Subsidiaries; or or (c3) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company's Restricted Subsidiaries. (B) However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (1) applicable lawagreements, 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 those with respect to Existing Indebtedness and the Company or any Restricted Subsidiary of the Company; (4) any agreements existing at the time of any merger or consolidation with any PersonCredit Facilities in each case, 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 as in effect 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 replacement or refinancings are no more restrictive (as determined by the Board of Managers of the Company in their reasonable and good faith judgment) restrictive, 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; ; (2) this Indenture, the Subsidiary Guarantees and the Notes; (3) applicable law; (4) any instrument governing Acquired Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Debt was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) customary non-assignment provisions restricting subletting, assignment or transfer in licenses, leases or other agreements entered into in the ordinary course of business; (6) purchase money or capital lease obligations for property or assets acquired in the ordinary course of business that impose restrictions imposed by any agreement to sell on the property or assets or Capital Stock permitted under this Indenture to any Person pending so acquired of the closing of such sale; nature described in Section 4.16(A)(3); (7) any agreement for the sale or instrument governing Capital Stock other disposition of all or substantially all of the Equity Interests of, or property and assets of, any Person Restricted Subsidiary that is acquired; restricts dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such restrictions apply only to such Securitization Entity; Permitted Refinancing Indebtedness are no more restrictive, in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens incurred in accordance with not prohibited by this Indenture that limit the covenant described under Section 4.18; right of the Company or any of its Restricted Subsidiaries to transfer property or assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) 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) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any restriction under an agreement governing Indebtedness Capital Stock of a Foreign Subsidiary permitted under Section 4.12; Person other than on a pro rata basis; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness on the ability of the Company or a any Restricted Subsidiary to make dividends or other distributions resulting from the extent operation of reasonable and customary covenants including, without limitation, negative pledge covenants, contained in documentation governing Indebtedness incurred by such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgagesRestricted Subsidiary in compliance with this Indenture; and (14) customary provisions contained in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture any licenses, permits or similar entity leases with airports or the equity interests therein) airport regulatory authorities entered into in the ordinary course of business; (15) contracts entered into in business that restrict the ordinary course ability of business, not relating any Restricted Subsidiary of the Company to Indebtedness, and that do not, individually make loans or in the aggregate, detract from the value advances or to transfer any of property its properties or assets of to Persons other than the Company or any Restricted Subsidiary other Person which owns, directly or indirectly, any Equity Interests in any manner material to the Company or any 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).