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

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company will not, and none of them will permit any of their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Date; (2) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company will not, not and none neither of them will permit any of their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any such New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any such New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any such New Parent, the Parent, the Company or any of their Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any such New Parent, the Parent, the Company or any of their Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any Credit Facilities as in effect on the Issue Date or permitted by Section 4.14(b)(1) and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Date; (2) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any such New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of any such New Parent or the Ultimate ParentCompany, whichever entity is then the ultimate parent company, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) The Parent will not, the Parent will not, Guarantor and the Company will not, and none of them the Parent Guarantor will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause, permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company Parent Guarantor or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company Parent Guarantor or any of their its Restricted Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Company Parent Guarantor or any of their its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Parent Guarantor or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 3(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness or any other agreements in existence on the 2016 Amendment and Restatement Effective Date as in effect on the Issue 2016 Amendment and Restatement Effective Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue 2016 Amendment and Restatement Effective Date; (2ii) this Indenture, the Collateral Agreements, Finance Documents (including the Notes and the Note GuaranteesFacilities); (3iii) the Senior Secured Notes Indentures, the Senior Secured Notes, the Senior Secured Notes Guarantees and the Transaction Security Documents (as defined in the Intercreditor Agreement) in respect of any Senior Secured Notes Interest Accrual Accounts and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; 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 restrictions than those contained in those agreements or instruments on the original execution date thereof (iv) applicable law, rule, regulation or order, or governmental license, permit or concession; (4v) any agreement or instrument governing Indebtedness or Capital Stock of a Person or assets acquired by any New Parent, the Parent, the Company Parent Guarantor or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued 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 acquiredacquired (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; 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 restrictions than those contained in those agreements or instruments at the time of such acquisition); provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurredIncurred; (5vi) customary non-assignment provisions in leases, contracts and licenses including, without limitation, with respect to any intellectual property, entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 3(a)(iii); (7viii) any agreement for the sale or other disposition of Equity Interests or property or assets of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) ix) 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; (9x) Liens permitted to be incurred under the provisions of Section 4.16 7 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10xi) provisions limiting dividends or the disposition or distribution of assets assets, property or property Equity Interests in joint venture or operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, merger agreements and other similar agreements entered into with the approval of the Parent Guarantor’s Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets assets, property or Equity Interests that are the subject of such agreements; (11xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and (12xiii) any agreement or instrument governing Indebtedness with respect to any Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Foreign Subsidiary; provided that such Indebtedness was not prohibited by Restricted Subsidiary in accordance with the terms of this IndentureAgreement at the time of such designation and not incurred in contemplation of such designation, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Subsidiary or its subsidiaries or the property or assets of such Subsidiary or its subsidiaries, and any extensions, refinancing, renewals, supplements or amendments or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal, supplement, amendment or replacement, taken as a whole, are no more restrictive in any material respect than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replaced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2iii) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) any agreements in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings thereof (in each case, regardless of those agreementswhether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced), in whole or in part; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Datedate of this Indenture; (2ii) the Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof (in each case, regardless of whether such replacement or refinancing is consummated at the Collateral Agreementssame time or later than the termination or repayment of the Indebtedness being refinanced or replaced) and any additional Credit Facilities permitted under this Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional facilities are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Notes and Credit Agreement as in effect on the Note Guaranteesdate of this Indenture; (3iii) the Indenture Documents; (iv) applicable law, law and any applicable rule, regulation or order; (4v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (vi) purchase money obligations and Capital Lease Obligations that impose restrictions of the nature described in clause (iv) of Section 5.08(a) on the property so acquired; (vii) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (viii) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any Restricted Subsidiary of their Restricted Subsidiaries as the Company in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5ix) customary non-assignment provisions in leases, contracts and licenses entered into in Liens that limit the ordinary course right of business, including by reason the Company or any of customary provisions restricting its Restricted Subsidiaries to dispose of the transfer of copyrighted asset or patented materials consistent with industry practiceassets subject to such Lien; (6x) purchase money obligations for customary provisions limiting the disposition or distribution of assets or property acquired in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the ordinary course assets that are the subject of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraphsuch agreements; (7xi) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9xii) Liens permitted any such encumbrance or restriction with respect to be incurred under the provisions of Section 4.16 hereof that limit the right any Foreign Subsidiary of the debtor Company pursuant to dispose an agreement governing Indebtedness incurred by such Foreign Subsidiary, (a) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive to the holders of the assets subject Notes than the encumbrances and restrictions contained in the agreements described in clauses (i) and (ii) above (as determined in good faith by the Company), or (b) if such encumbrance or restriction is not materially more restrictive to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make the principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such LiensIndebtedness; (10xiii) provisions limiting the disposition any encumbrance or distribution restriction existing under or by reason of assets or property contractual requirements of a Receivables Entity in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into connection with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable a Qualified Receivables Transaction; provided that such restrictions apply only to the assets that are the subject of such agreements;Receivables Entity; and (11xiv) restrictions on cash or other deposits or net worth imposed by landlords, suppliers and customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries that is not a Loan Party to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Initial Borrower or any Restricted Subsidiary that is not a Loan Party to: (1i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness outstanding on the Closing Date, this Agreement and Credit Facilities as in effect on the Issue Closing Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Closing Date; (2ii) this the Senior Notes Indenture, the Collateral Agreements, the Senior Notes and the Note GuaranteesGuarantees (and any additional notes and related guarantees under the Senior Notes Indenture); (3iii) applicable law, rule, regulation regulation, order, approval, license, permit or ordersimilar restriction; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions or subletting restrictions in leasescontracts, contracts leases and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6vi) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 6.05(a)(iii); (7vii) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending closing of the sale or other disposition; (8) viii) 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; (9ix) Liens permitted to be incurred under the provisions of Section 4.16 hereof 6.04 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (10x) 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 agreements, limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business, consistent with past practice or with the approval of the Initial Borrower’s or the Company’s Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets assets, property or Capital Stock that are the subject of such agreements; (11xi) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (xii) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and; (12xiii) other Indebtedness of Restricted Subsidiaries that are not Loan Parties that is incurred subsequent to the Closing Date pursuant to Section 6.02; (xiv) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary; (xv) contractual encumbrances or restrictions in effect on the Closing Date, and any amendments, restatements, modifications, 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 Closing Date; (xvi) any instrument governing Indebtedness customary encumbrances or restrictions imposed pursuant to the EMEA JV or other Permitted Joint Ventures; (xvii) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a Foreign party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such Indebtedness agreement was not prohibited by entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (xviii) any encumbrance or restriction contained in the terms of this Indentureany Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (y) the Initial Borrower determines that any such encumbrance or restriction will not materially affect the Initial Borrower’s ability to make principal or interest payments on the Revolving Facility or the Senior Notes, as determined in good faith by the Board of Directors of the Initial Borrower whose determination shall be conclusive; (xix) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to above in Section 6.05(b)(i) through Section 6.05(b)(xviii) above; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, than such encumbrances and restrictions prior to such amendment or refinancing; and (xx) provisions with respect to the receipt of a rebate on an operating lease until all obligations due to a lessor on other operating leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary in connection with a sale and leaseback transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, (a) the Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness outstanding on the date of this Indenture, the Credit Agreement and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the such amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings are not not, in the good faith judgment of the Company's Board of Directors, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes notes and the Note Guarantees; (3) applicable law, rule, regulation regulation, order, approval, license, permit or ordersimilar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions or subletting restrictions in leasescontracts, contracts leases and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending closing of the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not not, in the good faith judgment of the Company's Board of Directors, materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.16 4.12 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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 agreements, limited liability company organizational documents, and other similar agreements entered into (A) in the ordinary course of business, consistent with past practice or (B) with the approval of the Company's Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets assets, property or Capital Stock that are the subject of such agreements; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (12) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and; (1213) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors that is incurred subsequent to the date of this Indenture pursuant to Section 4.09 hereof or (ii) that is incurred subsequent to the date of this Indenture pursuant to clauses (4) and (15) of Section 4.09(b) hereof; (14) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary; (15) contractual encumbrances or restrictions in effect on the Issue Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not, in the good faith judgment of the Company's Board of Directors, 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; or (16) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments or refinancings of a Foreign Subsidiarythe contracts, instruments or obligations referred to above in clauses (1) through (15); provided that such Indebtedness was not prohibited by amendments or refinancings are not, in the terms good faith judgment of this Indenturethe Company's Board of Directors, materially more restrictive, taken as a whole, than such encumbrances and restrictions prior to such amendment or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) Parent will not, and the Parent will not, the Company Issuer will not, and none of them will not permit any of their Parent's Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Issuer or any Restricted Subsidiary of Parent to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness outstanding on the Merger Date, the Credit Agreement and Credit Facilities as in effect on the Issue Merger Date and any amendments, restatements, modifications, renewals, supplements, extensionsrenewals, refundings, replacements or refinancings of those agreements; provided that the such amendments, restatements, modifications, renewals, supplements, extensionsrenewals, 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 Issue DateMerger Date (as determined in good faith by the Board of Directors of Parent or the Issuer); (2) this Indenturethe Second Priority Indentures, the Collateral AgreementsSecond Priority Notes, the Notes and the Note Guarantees, the Fixed Rate Note Guarantees and the Security Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness instrument was issued or Capital Stock such agreement was incurred or issued entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions or subletting restrictions in leasescontracts, contracts leases and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of Parent that restricts distributions distributions, loans or transfers by that Restricted Subsidiary pending closing of the sale or other disposition; (8) 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, with respect to such encumbrance or restriction set forth in clauses (1), (2) or (3) of Section 4.08(a) than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged (as determined in good faith by the Board of Directors of Parent or the Issuer); (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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 (a) in the ordinary course of business or (b) with the approval of the Issuer's Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets asset or property that are the subject of such agreements; (11) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (12) Indebtedness or other customary contractual requirements of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (13) Indebtedness or other contractual requirements of a Motor Vehicle Subsidiary or New Motor Vehicles Subsidiary incurred in connection with a Motor Vehicle Financing; provided that such restrictions apply only to such Motor Vehicle Subsidiary or New Motor Vehicles Subsidiary; and (1214) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments or refinancings of a Foreign Subsidiarythe contracts, instruments or obligations referred to above in clauses (1) through (13); provided that such Indebtedness was amendments or refinancings are not prohibited more restrictive, taken as a whole, with respect to encumbrances or restrictions set forth in clauses (1), (2) or (3) of Section 4.08(a) than such encumbrances and restrictions prior to such amendment or refinancing (as determined in good faith by the terms Board of this IndentureDirectors of Parent or the Issuer).

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or make distributions with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, profits owned by the Company or any of their its Restricted Subsidiaries, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness or instruments as in effect on the Issue Date Date, including agreements or instruments governing Existing Indebtedness and Credit Facilities, and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, as determined in good faith by the Company, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, rule, regulation or order; (4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) 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 refinancedrefinanced (as determined in good faith by the Company); (9) Liens permitted to be incurred under this Indenture, including under the provisions of Section 4.16 hereof 4.12 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parentagreements, which limitation is applicable only to the assets that are the subject of such agreements;; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) Parent will not, and the Parent will not, the Company Issuer will not, and none of them will not permit any of their Parent's Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Issuer or any Restricted Subsidiary of Parent to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness outstanding on the Merger Date, the Credit Agreement and Credit Facilities as in effect on the Issue Merger Date and any amendments, restatements, modifications, renewals, supplements, extensionsrenewals, refundings, replacements or refinancings of those agreements; provided that the such amendments, restatements, modifications, renewals, supplements, extensionsrenewals, 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 Issue DateMerger Date (as determined in good faith by the Board of Directors of Parent or the Issuer); (2) this Indenturethe Second Priority Indentures, the Collateral AgreementsSecond Priority Notes, the Notes and the Note Guarantees, the Floating Rate Note Guarantees and the Security Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Issuer or any of their Parent's Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness instrument was issued or Capital Stock such agreement was incurred or issued entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions or subletting restrictions in leasescontracts, contracts leases and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of Parent that restricts distributions distributions, loans or transfers by that Restricted Subsidiary pending closing of the sale or other disposition; (8) 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, with respect to such encumbrance or restriction set forth in clauses (1), (2) or (3) of Section 4.08(a) than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged (as determined in good faith by the Board of Directors of Parent or the Issuer); (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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 (a) in the ordinary course of business or (b) with the approval of the Issuer's Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets asset or property that are the subject of such agreements; (11) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (12) Indebtedness or other customary contractual requirements of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (13) Indebtedness or other contractual requirements of a Motor Vehicle Subsidiary or New Motor Vehicles Subsidiary incurred in connection with a Motor Vehicle Financing; provided that such restrictions apply only to such Motor Vehicle Subsidiary or New Motor Vehicles Subsidiary; and (1214) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments or refinancings of a Foreign Subsidiarythe contracts, instruments or obligations referred to above in clauses (1) through (13); provided that such Indebtedness was amendments or refinancings are not prohibited more restrictive, taken as a whole, with respect to encumbrances or restrictions set forth in clauses (1), (2) or (3) of Section 4.08(a) than such encumbrances and restrictions prior to such amendment or refinancing (as determined in good faith by the terms Board of this IndentureDirectors of Parent or the Issuer).

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (23) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (34) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) any agreements in effect or entered into on the date of the Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of the Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Datedate of the Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, law and/or any applicable rule, regulation or order; (4) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (5) purchase money obligations that impose restrictions of the nature described in clause (4) of Section 4.10 on the property so acquired; (6) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (7) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (58) Liens that limit the right of Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien; (9) customary non-assignment provisions limiting the disposition or distribution of assets or property in leasespartnership, contracts joint venture, asset sale agreements, stock sale agreements and licenses other similar agreements entered into in the ordinary course of business, including by reason which limitation is applicable only to the assets that are the subject of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practicesuch agreements; (610) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions subject to the limitations of this provision and contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (911) Liens any such encumbrance or restriction with respect to any Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such Foreign Subsidiary, (i) if the encumbrances and restrictions subject to the limitations of this provision and contained in any such agreement or instrument taken as a whole are not materially more restrictive than the encumbrances and restrictions contained in the agreements described in clause (1) above (as determined in good faith by the Company), or (ii) if such encumbrance or restriction is not materially more restrictive than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make the principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (12) the Credit Agreement as in effect as of the date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof and any additional Credit Facilities permitted under the Indenture; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional facilities are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of the Indenture; (13) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.16 hereof 4.07 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that limit the right of encumbrances or restrictions therein are not materially more restrictive, taken as a whole, than those contained in the debtor to dispose of Indenture Documents in the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval good faith judgment of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessCompany; and (1214) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by customary restrictions pursuant to the terms of this Indenturea Permitted Receivables Financing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not(a) Neither the Borrower nor Holdings shall, the Parent will not, the Company will not, and none of them will nor shall either permit any of their Restricted its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock Equity Interests to any New Parent, the Parent, the Company Borrower or any of their Restricted Subsidiaries, its Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries; or; (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries. However; or (iv) guarantee any Indebtedness of the Borrower or any of its Subsidiaries; (b) Notwithstanding the foregoing, the restrictions in the preceding restrictions will clause (a) shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and the Second Lien Credit Agreement, in each case as in effect on the Issue Closing Date and and, with respect to any such Indebtedness other than the Existing 10% Notes, any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Existing Indebtedness or the Second Lien Credit Agreement, as the case may be, as in effect on the Issue Closing Date; (2ii) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesLoan Documents; (3iii) applicable law, rule, regulation or order; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred[Reserved]; (5v) customary non-assignment provisions in leases, leases or contracts and licenses or real property mortgages or related documents entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6vi) purchase money obligations for property acquired in the ordinary course of business and obligations, Capital Lease Obligations or mortgage financings that impose restrictions on the property purchased or leased so acquired of the nature set forth described in clause (3a)(iii) of the preceding paragraphhereto; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition[Reserved]; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens permitted to be incurred under the provisions of Section 4.16 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such LiensLien; (10x) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements;business; and (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in this Section 4.10 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness Indebtedness, the New Third Lien Notes and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, extensionsincreases, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensionsincreases, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Collateral AgreementsNotes, the Notes Note Guarantees and the other Note GuaranteesDocuments; (3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leasescontracts, contracts leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and business, Capital Lease Obligations and mortgage financings that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.10(a) hereof; (7) any agreement for the sale or other disposition of assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or assets that restricts distributions by that the applicable Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 4.14 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (109) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business consistent with past practice or (b) with the approval of the Company’s Board of Directors of the Ultimate ParentDirectors, which limitation is limitations are applicable only to the assets or property that are the subject of such agreements; (10) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.11; provided that the provisions of such agreement relating to such dividend and other payment encumbrances or restrictions taken as a whole are not materially more restrictive, as determined by the Board of Directors or the Company in good faith, than those provisions contained in the agreements governing Existing Indebtedness, the Existing Revolving Credit Agreement, the Existing Term Loan Agreement, the 1.5 Lien Term Loan Agreement and the New Third Lien Notes Indenture, in each case as in effect on the Issue Date; (11) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with Section 4.11 and the terms thereof; provided that issuance of such preferred stock was made in accordance and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (12) supermajority voting requirements existing under corporate charters, bylaws, stockholders’ agreements and similar documents and agreements; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (14) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture; and (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2iii) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (1i) any agreements in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness as in effect on the Issue Date Date, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not (as determined in good faith by the Company) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Indebtedness as in effect on the Issue Date; (2ii) the Credit Agreement as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof and any additional Credit Facilities permitted under this Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional facilities are not (as determined in good faith by the Collateral AgreementsCompany) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Notes and Credit Agreement as in effect on the Note GuaranteesIssue Date; (3iii) the Indenture Documents; (iv) applicable law, law and any applicable rule, regulation or order; (4v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (vi) purchase money obligations that impose restrictions of the nature described in clause (iv) of subsection (a) above on the property so acquired; (vii) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or other assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (viii) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any Restricted Subsidiary of their Restricted Subsidiaries as the Company in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendment, modification, renewal, replacement or refinancing thereof; provided thatprovided, that such amendments, modifications, renewals, replacements or refinancings are not (as determined in the case of Indebtedness, such Indebtedness was permitted good faith by the terms of this Indenture to be incurred; (5Company) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveless favorable, taken as a whole, to the Holders than those contained in the agreements governing the Indebtedness being refinancedsuch encumbrances or restrictions prior to such amendment, modification, renewal, replacement or refinancing; (9ix) Permitted Liens permitted to be incurred under the provisions of Section 4.16 hereof that limit the right of the debtor Company or any of its Subsidiaries to dispose of the asset or assets subject to such LiensLien; (10x) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture agreementsventure, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parentbusiness, which limitation is applicable only to the assets that are the subject of such agreements;; and (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements in place on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements2013 Notes Indenture, the Notes Notes, the 2013 Notes, the Subsidiary Guarantee and the Note Guarantees2013 Subsidiary Guarantee; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses leases or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other dispositiondisposition (including a Permitted Spin-Off Transaction); (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 Sections 4.12 or 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the The Company will shall not, and none of them will shall not permit any of their Restricted its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a)(i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries; , (2b) make loans or advances to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; or its Subsidiaries or (3c) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries. However, the preceding restrictions will not apply to except for such encumbrances or restrictions existing under or by reason of: of (1i) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Agreement, and any amendments, modifications, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided provided, however, that the such amendments, modifications, restatements, modifications, renewals, supplements, extensions, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Indebtedness as in effect on the Issue Date; date of this Agreement, (2ii) the Credit Agreement as in effect as of the date of this IndentureAgreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings (x) are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Collateral AgreementsCredit Agreement as in effect on the date of this Agreement and (y) contain no restrictions on the ability of (I) DFG to pay dividends or make distributions in an amount sufficient to enable the Company to make payments of interest on the Notes as they become due in cash or (II) the Company to make such payments, (iii)(x) the DFG Senior Notes and the DFG Senior Notes Indenture as in effect on the date of this Agreement, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Indebtedness as in effect on the date of this Agreement, and (y) this Agreement, the Notes, the Subordinated Note Guarantees; Exchange Agreement and the Subordinated Notes, (3iv) applicable law, rule(v) by reason of customary non-assignment provisions in leases, regulation licenses and other agreements entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (vii) an agreement for the sale or order; other disposition of all or substantially all of the Equity Interests or assets of a Subsidiary of the Company otherwise permitted by this Agreement that restricts distributions or dispositions of assets by such Subsidiary pending the sale or disposition, (4viii) provisions with respect to the disposition or distribution of funds or other property in partnership, joint venture and other similar agreements entered into in the ordinary course of business, (ix) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to the provisions of this Section 8.3 that limit the right of the Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien, (x) to the extent not permitted by the proviso to clause (i) above, Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (xi) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided , provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements in place on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements2008 Notes Indenture, the Notes Notes, the 2008 Notes, the Subsidiary Guarantees and the Note 2008 Subsidiary Guarantees; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses leases or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other dispositiondisposition (including a Permitted Spin-Off Transaction); (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 Sections 4.12 or 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral AgreementsNotes, the 2007 Notes and the Note Guaranteesindenture governing such notes, the 2010 Notes and the indenture governing such notes and the Term Loan Agreement or any other indenture governing letters of credit, loans or debt securities issued by or on behalf of the Company that are no more restrictive, taken as a whole, with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in this Indenture, the Notes, the 2007 Notes and the indenture governing such notes, the 2010 Notes and the indenture governing such notes and the Term Loan Agreement as in effect on the date of this Indenture; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (65) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a); (76) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 7) 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; (9) 8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.16 hereof 4.12 herein that limit the right of the debtor to dispose of the assets subject to such Liens; (109) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors of the Ultimate ParentDirectors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements in place on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements2010 Notes Indenture, the Notes Notes, the 2010 Notes, the Subsidiary Guarantee and the Note Guarantees2010 Subsidiary Guarantee; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses leases or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other dispositiondisposition (including a Permitted Spin-Off Transaction); (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 Sections 4.12 or 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.;

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) The Parent will not, the Parent will not, the Company will not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock or pay Indebtedness to any New Parent, the Parent, the Parent Company or any of their the Parent Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Parent Company or any of their the Parent Company’s Restricted Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Parent Company or any of their Restricted SubsidiariesSubsidiary; or (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Parent Company or any of their Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness (including, without limitation, agreements governing the ABL Facility and the Existing Notes) and other contractual encumbrances or restrictions in each case as in effect on the Issue Date and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements on the Issue DateDate (as determined in good faith by the Parent Company); (2ii) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3iii) applicable law, rule, regulation or order; (4iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Parent Company or any of their Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredincurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, 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 encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraphleased; (7vi) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions distributions, loans, advances or asset transfers by that Restricted Subsidiary pending the its sale or other disposition;; or (8) vii) Permitted Refinancing Indebtedness; provided provided, however, 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 extended, refinanced, renewed, replaced, defeased, discharged or refunded (as determined in good faith by the Parent Company); (9viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Parent Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent Company) and either (x) the Parent Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.16 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10x) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (11xi) in the case of clause (iii) of Section 4.11(a) hereof, encumbrances or restrictions: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Company or any Restricted Subsidiary in any manner material to the Parent Company or any Restricted Subsidiary; (xii) customary restrictions on cash such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of this Indenture (xiii) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed by customers under contracts commercial agreements entered into in the ordinary course of business; and (12xiv) any instrument governing Indebtedness restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenturebusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesSubsidiary Guarantees and any other agreement or instrument entered into after the date of this Indenture; provided that such agreement or instrument is no more restrictive, taken as a whole, than this Indenture and the Notes; (3) applicable law, rule, regulation or orderorder (including agreements with regulatory authorities); (4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or such Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , including any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreements or instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument as in effect on the date of this Indenture, provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.;

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (23) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (34) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) any agreements in effect or entered into on the date of the Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of the Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Datedate of the Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, law and/or any applicable rule, regulation or order; (4) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (5) purchase money obligations that impose restrictions of the nature described in clause (4) of Section 4.10(a) on the property so acquired; (6) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (7) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided Liens that limit the restrictions contained in right of Company or any of its Subsidiaries to dispose of the agreements governing asset or assets subject to such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedLien; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture agreementsventure, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parentbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (23) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (34) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) any agreements in effect or entered into on the date of the Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of the Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Datedate of the Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, law and/or any applicable rule, regulation or order; (4) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (5) purchase money obligations that impose restrictions of the nature described in clause (4) of Section 4.10(b) on the property so acquired; (6) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (7) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided Liens that limit the restrictions contained in right of Company or any of its Subsidiaries to dispose of the agreements governing asset or assets subject to such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedLien; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture agreementsventure, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parentbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their Restricted its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness outstanding on the date of this Indenture and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements replacement, refinancings or refinancings agreements are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes Indenture and the Note GuaranteesNotes; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness encumbrance or Capital Stock of a Person acquired by restriction contained in an agreement with respect to any New ParentIndebtedness, the Parentincluding Acquired Debt, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except permitted to be incurred subsequent to the extent date of this Indenture pursuant to Section 4.09 hereof; provided that such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances) and, in any event, not materially more restrictive on the ability of the applicable Subsidiary to any Personmake the dividends, distributions, loans, advances or the properties or assets of any Person, other transfers referred to above than the Person, most restrictive encumbrance or restriction contained in any agreement with respect to Indebtedness in effect on the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms date of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a); (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.16 hereof 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate ParentCompany's Board, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements in place on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements2014 Notes Indenture, the Notes Notes, the 2014 Notes, the Subsidiary Guarantees and the Note 2014 Subsidiary Guarantees; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses leases or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other dispositiondisposition (including a Permitted Spin-Off Transaction); (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 Sections 4.12 or 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect entered into on or prior to the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note Subsidiary Guarantees; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments as in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses license agreements or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of hereof; provided that any such encumbrance or restriction is released to the preceding paragraphextent the underlying Lien is released or the related Indebtedness is repaid; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary or otherwise restricts transfers by such Restricted Subsidiary of any of its property or assets pending the sale or other dispositiondisposition of such Restricted Subsidiary or of all or substantially all of its assets; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 4.16 Sections 4.12 or 4.15 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, to create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, Subsidiaries on its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted SubsidiariesCapital Stock; (2) make loans or advances advances, or pay any Indebtedness owed, to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness or Capital Stock as in effect on the Issue Date and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Date; (2) this Indenture, the Collateral Agreements, the Notes and the Note Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) any encumbrance or restriction consisting of customary non-assignment provisions (including provisions forbidding subletting) in leases, contracts and licenses entered into in leases governing leasehold interests to the ordinary course of business, including by reason of customary extent such provisions restricting restrict the transfer of copyrighted the lease, the property or patented materials consistent with industry practiceassets leased thereunder or the other interests therein; (6) purchase money obligations for property or assets acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property or assets purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) customary provisions in bona fide contracts for the sale of property or assets; (8) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) 9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction contained in the terms of any Indebtedness or preferred stock, or any agreement pursuant to which such Indebtedness or preferred stock was incurred or issued, if such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors, whose determination shall be conclusive; (11) any encumbrance or restriction under any Credit Facility of a Foreign Subsidiary of the Company; (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 or preferred stock being refinanced;; and (913) Liens permitted to be incurred under the provisions of Section 4.16 hereof secured Indebtedness that limit limits the right of the debtor to dispose of the assets subject to securing such Liens; (10) provisions limiting the disposition Indebtedness and any related encumbrance or distribution of assets or property restriction contained in joint venture security agreements, asset sale mortgages or purchase money agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any Indebtedness liabilities owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, extensions, 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 Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of assets that restricts distributions by that Restricted Subsidiary pending the such sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 4.12 hereof 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 in joint venture agreements, limited liability company operating agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, options, stock sale agreements agreements, lease agreements, licenses and other similar agreements entered into with the approval of the Company's Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets that are the subject of such agreements; (11) 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; and; (12) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any instrument governing Indebtedness Capital Stock of a Person on other than a pro rata basis; (13) any encumbrance or restriction contained in any Indebtedness incurred by a Foreign Subsidiary pursuant to clause (15) of Section 4.09(b) that applies only to such Foreign Subsidiary; provided that ; (14) any other Indebtedness, Disqualified Stock or preferred stock of any Restricted Subsidiary permitted to be incurred or issued, as applicable, subsequent to the date of this Indenture pursuant to the provisions of Section 4.09 and any encumbrance or restriction contained in such Indebtedness was does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient to make scheduled payments of cash interest on the Notes when due; (15) in the case of clause (3) of Section 4.08(a): (a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by the terms of this Indenture., or (c) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries; and

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) The Parent will not, the Parent will not, the Company will not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock or pay Indebtedness to any New Parent, the Parent, the Parent Company or any of their the Parent Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Parent Company or any of their the Parent Company’s Restricted Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Parent Company or any of their Restricted SubsidiariesSubsidiary; or (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Parent Company or any of their Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness (including, without limitation, agreements governing the ABL Facility, the Senior Priority Notes and the Existing Unsecured Notes) and other contractual encumbrances or restrictions in each case as in effect on the Issue Date and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements on the Issue DateDate (as determined in good faith by the Parent Company); (2ii) this Indenture, the Collateral AgreementsSecurity Documents, the Notes and the Note Guarantees; (3iii) applicable law, rule, regulation or order; (4iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Parent Company or any of their Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredincurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, 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 encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraphleased; (7vi) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions distributions, loans, advances or asset transfers by that Restricted Subsidiary pending the its sale or other disposition;; or (8) vii) Permitted Refinancing Indebtedness; provided provided, however, 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 extended, refinanced, renewed, replaced, defeased, discharged or refunded (as determined in good faith by the Parent Company); (9viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Parent Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent Company) and either (x) the Parent Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.16 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10x) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (11xi) in the case of clause (iii) of Section 4.11(a) hereof, encumbrances or restrictions: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Company or any Restricted Subsidiary in any manner material to the Parent Company or any Restricted Subsidiary; (xii) customary restrictions on cash such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of this Indenture (xiii) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed by customers under contracts commercial agreements entered into in the ordinary course of business; and (12xiv) any instrument governing Indebtedness restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenturebusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (23) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (34) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) any agreements in effect or entered into on the date of the Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of the Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Datedate of the Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, law and/or any applicable rule, regulation or order; (4) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (5) purchase money obligations that impose restrictions of the nature described in clause (4) of ‎Section 4.10(a) on the property so acquired; (6) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (7) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided Liens that limit the restrictions contained in right of Company or any of its Subsidiaries to dispose of the agreements governing asset or assets subject to such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedLien; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture agreementsventure, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parentbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company will Classic shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries; (2) make loans or advances or guarantee any such loans or advances to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness encumbrances and restrictions as in effect on the Issue Date date of this Indenture pursuant to Existing Indebtedness or Credit Facilities, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness or Credit Facilities, as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason Classic or any of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practiceits Restricted Subsidiaries; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature set forth described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such LiensLien; (10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions that are not materially more restrictive than customary provisions in comparable financings if the management of Classic determines that such restrictions will not materially impair Classic's ability to make payments as required under the Notes; and (1213) any instrument governing restrictions contained in Indebtedness of a Foreign Subsidiary; under Credit Facilities permitted to be incurred under Section 4.09, provided that such Indebtedness was the restrictions are not prohibited by more restrictive than the terms contained in the existing Credit Facilities as of this Indenturethe date hereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in this Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and the Senior Credit Agreement as in effect on the Issue Date date hereof and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; provided , provided, that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those such agreements on the Issue Datedate hereof; (2) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those instruments; provided provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture hereof to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses leases entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of the Company that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) 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; (9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted herein, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those provided herein; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.16 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (1011) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback stock sale agreements, stock sale agreements respecting Permitted Business Investments and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements;business; and (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modificationsrenewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements in place on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements2008 Notes Indenture, the Notes Notes, the 2008 Notes, the Subsidiary Guarantees and the Note 2008 Subsidiary Guarantees; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses leases or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition (including a Permitted Spin-Off Transaction) of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other dispositiondisposition (including a Permitted Spin-Off Transaction); (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 Sections 4.12 or 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.;

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company (a) The Borrower will not, and none of them will not permit any of their Restricted its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Borrower to: (1i) pay dividends or make any other distributions on to the Borrower or any of its Subsidiaries with respect to its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries; (2iii) make any loans or advances to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) any agreements in effect or entered into on the Closing Date, including agreements governing Existing Indebtedness as in effect on the Issue Date Closing Date, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings thereof (in each case, regardless of those agreementswhether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced), in whole or in part; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Closing Date; (2ii) this Indenturethe 1.5 Lien Notes Indenture Documents, the Collateral Agreements, the Existing Notes Indenture Documents and the Note GuaranteesBackstop Notes, in each case, in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof (in each case, regardless of whether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced) and any additional credit facilities permitted under this Agreement; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional credit facilities are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the 1.5 Lien Notes Indenture Documents as in effect on the Closing Date; (3iii) the Facility Documents; (iv) applicable law, law and any applicable rule, regulation or order; (4v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (vi) purchase money obligations and Capital Lease Obligations that impose restrictions of the nature described in clause (iv) of Section 5.17(a) on the property so acquired; (vii) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Subsidiary of the Borrower that restricts distributions by that Subsidiary pending its sale or other disposition thereof; (viii) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company Borrower or any Subsidiary of their Restricted Subsidiaries as the Borrower in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5ix) customary non-assignment provisions in leases, contracts and licenses entered into in Liens that limit the ordinary course right of business, including by reason the Borrower or any of customary provisions restricting its Subsidiaries to dispose of the transfer of copyrighted asset or patented materials consistent with industry practiceassets subject to such Lien; (6x) purchase money obligations for customary provisions limiting the disposition or distribution of assets or property acquired in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the ordinary course assets that are the subject of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraphsuch agreements; (7xi) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9xii) Liens permitted any such encumbrance or restriction with respect to be incurred under the provisions of Section 4.16 hereof that limit the right any Foreign Subsidiary of the debtor Borrower pursuant to dispose an agreement governing Indebtedness incurred by such Foreign Subsidiary, (a) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive to the Borrower and its Subsidiaries than the encumbrances and restrictions contained in the agreements described in clauses (i) and (ii) above (as determined in good faith by the Borrower), or (b) if such encumbrance or restriction is not materially more restrictive to the Borrower and its Subsidiaries than is customary in comparable financings (as determined in good faith by the Borrower) and either (x) the Borrower determines in good faith that such encumbrance or restriction will not materially affect the Borrower’s ability to make the principal or interest payments on the Loans or (y) such encumbrance or restriction applies only if a default occurs in respect of the assets subject a payment or financial covenant relating to such LiensIndebtedness; (10xiii) provisions limiting the disposition any encumbrance or distribution restriction existing under or by reason of assets or property contractual requirements of a Receivables Entity in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into connection with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable a Qualified Receivables Transaction; provided that such restrictions apply only to the assets such Receivables Entity or any Subsidiary acting as servicer or sub-servicer for such Qualified Receivables Transaction; provided that are the subject of any such agreementsencumbrance or restriction applicable to a Subsidiary acting as servicer or sub-servicer for such Qualified Receivables Transaction shall apply only to Servicer Accounts; (11xiv) restrictions on cash or other deposits or net worth imposed by landlords, suppliers and customers under contracts entered into in the ordinary course of business; and (12xv) any instrument governing Indebtedness encumbrance or restriction applicable only to Loan SPV existing under or by reason of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms Organizational Documents of this IndentureLoan SPV or the Backstop Notes, in each case as in existence on the Closing Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, Neither the Parent will not, nor the Company will notwill, and none neither of them will permit any of their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on any future LC Facility, provided that the Issue Date encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, extensionsrefundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Indenture; (2) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Datedate of this Indenture; (23) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (67) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature set forth described in clause (3) of the preceding paragraph; (7) 8) any agreement for the sale or other disposition of a any Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (910) Liens permitted to be incurred under the provisions of Section 4.16 hereof 4.09 (“Liens”) that limit the right of the debtor to dispose of the assets subject to such Liens; (1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parentagreements, which limitation is applicable only to the assets that are the subject of such agreements; (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (1213) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) The Parent will not, the Parent will not, the Company will not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock or pay Indebtedness to any New Parent, the Parent, the Parent Company or any of their the Parent Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Parent Company or any of their the Parent Company’s Restricted Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Parent Company or any of their Restricted SubsidiariesSubsidiary; or (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Parent Company or any of their Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness (including, without limitation, agreements governing the ABL Facility, the Junior Priority Notes and the Existing Unsecured Notes) and other contractual encumbrances or restrictions in each case as in effect on the Issue Date and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; , provided that the amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements on the Issue DateDate (as determined in good faith by the Parent Company); (2ii) this Indenture, the Collateral AgreementsSecurity Documents, the Notes and the Note Guarantees; (3iii) applicable law, rule, regulation or order; (4iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Parent Company or any of their Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredincurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, 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 encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraphleased; (7vi) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions distributions, loans, advances or asset transfers by that Restricted Subsidiary pending the its sale or other disposition;; or (8) vii) Permitted Refinancing Indebtedness; provided provided, however, 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 extended, refinanced, renewed, replaced, defeased, discharged or refunded (as determined in good faith by the Parent Company); (9viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Parent Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent Company) and either (x) the Parent Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.16 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10x) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (11xi) in the case of clause (iii) of Section 4.11(a) hereof, encumbrances or restrictions: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Company or any Restricted Subsidiary in any manner material to the Parent Company or any Restricted Subsidiary; (xii) customary restrictions on cash such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of this Indenture (xiii) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed by customers under contracts commercial agreements entered into in the ordinary course of business; and (12xiv) any instrument governing Indebtedness restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenturebusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2iii) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) any agreements in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness as in effect on the Issue Date Date, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings thereof (in each case, regardless of those agreementswhether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced), in whole or in part; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Date; (2ii) the Credit Agreement and the Existing Cash Money Revolving Credit Facility, in each case, in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof (in each case, regardless of whether such replacement or refinancing is consummated at the same time or later than the termination or repayment of the Indebtedness being refinanced or replaced) and any additional Credit Facilities permitted under this Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional facilities are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Collateral Agreements, Credit Agreement as in effect on the Notes and the Note GuaranteesIssue Date; (3iii) the Indenture Documents; (iv) applicable law, law and any applicable rule, regulation or order; (4v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (vi) purchase money obligations and Capital Lease Obligations that impose restrictions of the nature described in clause (iv) of Section 5.08(a) on the property so acquired; (vii) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (viii) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any Restricted Subsidiary of their Restricted Subsidiaries as the Company in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5ix) customary non-assignment provisions in leases, contracts and licenses entered into in Liens that limit the ordinary course right of business, including by reason the Company or any of customary provisions restricting its Restricted Subsidiaries to dispose of the transfer of copyrighted asset or patented materials consistent with industry practiceassets subject to such Lien; (6x) purchase money obligations for customary provisions limiting the disposition or distribution of assets or property acquired in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the ordinary course assets that are the subject of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraphsuch agreements; (7xi) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9xii) Liens permitted any such encumbrance or restriction with respect to be incurred under the provisions of Section 4.16 hereof that limit the right any Foreign Subsidiary of the debtor Company pursuant to dispose an agreement governing Indebtedness incurred by such Foreign Subsidiary, (a) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive to the holders of the assets subject Notes than the encumbrances and restrictions contained in the agreements described in clauses (i) and (ii) above (as determined in good faith by the Company), or (b) if such encumbrance or restriction is not materially more restrictive to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make the principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such LiensIndebtedness; (10xiii) provisions limiting the disposition any encumbrance or distribution restriction existing under or by reason of assets or property contractual requirements of a Receivables Entity in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into connection with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable a Qualified Receivables Transaction; provided that such restrictions apply only to the assets that are the subject of such agreements;Receivables Entity; and (11xiv) restrictions on cash or other deposits or net worth imposed by landlords, suppliers and customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the The Company will shall not, and none of them will shall not permit any of their Restricted its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a)(i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries; , (2b) make loans or advances to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; or its Subsidiaries or (3c) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries. However, the preceding restrictions will not apply to except for such encumbrances or restrictions existing under or by reason of: of (1i) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Agreement, and any amendments, modifications, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided provided, however, that the such amendments, modifications, restatements, modifications, renewals, supplements, extensions, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Indebtedness as in effect on the Issue Date; date of this Agreement, (2ii) the Credit Agreement as in effect as of the date of this Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings (x) are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Agreement and (y) contain no restrictions on the ability of (I) DFG to pay dividends or make distributions in an amount sufficient to enable the Company to make payments of interest on the Notes as they become due in cash or (II) the Company to make such payments, (iii)(x) the DFG Senior Notes and the DFG Senior Notes Indenture as in effect on the date of this Agreement, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Indebtedness as in effect on the date of this Agreement, (y) this Indenture, the Collateral Agreements, Agreement and the Notes and (z) the Company Senior Notes and the Company Senior Note Guarantees; Exchange Agreement as in effect on the date of this Agreement, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Indebtedness as in effect on the date of this Agreement (3iv) applicable law, rule(v) by reason of customary non-assignment provisions in leases, regulation licenses and other agreements entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (vii) an agreement for the sale or order; other disposition of all or substantially all of the Equity Interests or assets of a Subsidiary of the Company otherwise permitted by this Agreement that restricts distributions or dispositions of assets by such Subsidiary pending the sale or disposition, (4viii) provisions with respect to the disposition or distribution of funds or other property in partnership, joint venture and other similar agreements entered into in the ordinary course of business, (ix) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to the provisions of this Section 8.3 that limit the right of the Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien, (x) to the extent not permitted by the proviso to clause (i) above, Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (xi) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided , provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the The Company will shall not, and none of them will shall not cause or permit any of their 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: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; Stock; (2b) make loans or advances or pay any Indebtedness or other obligation owed to any New Parent, the Parent, the Company or any of their Restricted SubsidiariesGuarantor; or or (3c) sell, lease or transfer any of its properties property or assets to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions will not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of: : (1) agreements governing Existing Indebtedness as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Date; (2) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; ; (2) this Indenture, the Notes, the 2020 Notes, the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes and the Guarantees; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided thatthat any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the case manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred; any Person pending the closing of such sale; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (79) any agreement for the sale or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other disposition Indebtedness or other contractual requirements of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing IndebtednessSecuritization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on 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; (9) Liens Issue Date or permitted to be issued or incurred under the provisions of Section 4.16 hereof this Indenture; provided that limit the right of the debtor to dispose of the assets subject to any such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements restrictions are ordinary and other similar agreements entered into customary with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only respect to the assets that are type of Indebtedness being incurred or Preferred Stock being issued (under the subject of such agreements; relevant circumstances); (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) any instrument governing Indebtedness of a Foreign Subsidiaryabove; provided that such Indebtedness was amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not prohibited by materially more restrictive with respect to such dividend and other payment restrictions than those contained in the terms dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (14) customary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of this Indenturebusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities, and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, as determined by the Board of Directors or senior management of the Company in their reasonable good faith judgment, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate of this Indenture; (2a) this Indenture, the Collateral AgreementsNotes, the Note Guarantees or (b) any other agreement governing any other Indebtedness of the Company or any the Guarantors that ranks pari passu with the Notes or the Note Guarantees, as applicable provided, that, with respect to this clause (b), such agreements are not materially more restrictive, taken as a whole, as determined by the Board of Directors or senior management of the Company, with respect to such dividend and other payment restrictions than those imposed by the Notes and the Note Guaranteesthis Indenture; (3) applicable law, rule, regulation or order; (4) any agreement or instrument governing the Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) any agreement or instrument relating to any property, asset or business acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any property, asset or business other than the properties, assets or businesses so acquired; (6) customary non-assignment assignment, sublicensing or subletting restrictions and net worth provisions in leasescontracts, contracts licenses and licenses leases entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraph; (7) 8) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary or assets of the Company that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) 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; (910) Liens permitted not prohibited to be incurred under pursuant to the provisions of Section 4.16 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (1011) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parentbusiness, which limitation is applicable only on to the assets that are the subject of such agreements; (1112) any encumbrance or restriction contained in any agreement or instrument governing Senior Debt (including the Credit Agreement) not incurred in violation of this Indenture; provided, however, that such encumbrances or restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Agreement as in effect on the date of this Indenture, as determined in good faith by the Board of Directors of the Company; (13) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of business; (14) any encumbrance or restriction pursuant to the terms of any agreement entered into in connection with any Qualified Receivables Transaction; provided, however, that such encumbrance or restriction applies only to a Receivables Subsidiary; (15) any encumbrance or restriction contained in the terms of any Indebtedness of Foreign Subsidiaries permitted to be Incurred pursuant to Section 4.09; and (16) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; (23) make any loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (34) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) any agreements in effect or entered into on the date of the Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of the Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, 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 the agreements governing such Indebtedness as in effect on the Issue Datedate of the Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, law and/or any applicable rule, regulation or order; (4) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (5) purchase money obligations that impose restrictions of the nature described in clause (4) of ‎Section 4.10(b) on the property so acquired; (6) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (7) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided Liens that limit the restrictions contained in right of Company or any of its Subsidiaries to dispose of the agreements governing asset or assets subject to such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedLien; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture agreementsventure, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parentbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the (a) The Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions will in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect entered into on or prior to the Issue Date date of this Indenture and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements and any new agreements; , provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, modifications38 renewals, renewalsincreases, supplements, extensions, refundings, replacements replacements, refinancings or refinancings are not materially more restrictivenew agreements, taken as a whole, with respect to such dividend and other payment are not materially more restrictive than the encumbrances or restrictions than those contained in those agreements as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral Agreements, the Notes and the Note Subsidiary Guarantees; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, Person so acquired; , and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided thatthat the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments as in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases, contracts and licenses license agreements or other agreements entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature set forth described in clause (3Section 4.08(a)(3) of hereof; provided that any such encumbrance or restriction is released to the preceding paragraphextent the underlying Lien is released or the related Indebtedness is repaid; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary or otherwise restricts transfers by such Restricted Subsidiary of any of its property or assets pending the sale or other dispositiondisposition of such Restricted Subsidiary or of all or substantially all of its assets; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveIndebtedness, taken as a whole, are not materially more restrictive 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 4.16 Sections 4.12 or 4.15 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) customary provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board Company or any of Directors of its Restricted Subsidiaries or any Person acquired by the Ultimate Parent, which limitation is applicable only to the assets that are the subject of Company or any such agreementsRestricted Subsidiary; (11) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and, and restrictions imposed by any contracts or leases entered into in the ordinary course by any Person acquired by the Company or any of its Restricted Subsidiaries with such Person's customers, lessors or suppliers and not in connection with or in contemplation of the acquisition of such Person by the Company or such Restricted Subsidiary, which restrictions are not applicable to any Person, or the property or assets of any Person, other than the Person or the property or assets so acquired; (12) any instrument governing Indebtedness with respect to a Receivables Subsidiary, encumbrances and restrictions that are imposed pursuant to a Receivables Program of a Foreign such Receivables Subsidiary; provided that such Indebtedness was not prohibited encumbrances and restrictions are customarily required by the terms institutional sponsor or arranger at the time of entering into such Receivables Program in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; (13) customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder; (14) encumbrances or restrictions contained in indentures or other debt instruments, facilities or arrangements that are not materially more restrictive with respect to the obligor, taken as a whole, than those contained in this IndentureIndenture or in any Credit Facility in effect or entered into on the date hereof; and (15) solely with respect to clauses (2) and (3) of Section 4.08(a) hereof, any agreement of a Restricted Subsidiary of the Company that restricts such Restricted Subsidiary's ability to make loans or advances or transfer of any of its properties or assets to another Restricted Subsidiary of the Company that is not a Subsidiary Guarantor and that does not own any of such Restricted Subsidiary's Capital Stock.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) Parent will not, the Parent will not, and the Company will not, and none of them will not permit any of their Parent’s Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Company or any Restricted Subsidiary of Parent to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company or any of their Parent’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company or any of their Parent’s Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company or any of their Parent’s Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company or any of their Parent’s Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness outstanding on the Issue Date, the Credit Agreement and Credit Facilities as in effect on the Issue Date Date, the indentures governing the Other Second Priority Secured Notes and any amendments, restatements, modifications, renewals, supplements, extensionsrenewals, refundings, replacements or refinancings of those agreements; provided that the such amendments, restatements, modifications, renewals, supplements, extensionsrenewals, 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 Issue DateDate (as determined in good faith by the Board of Directors of Parent or the Company); (2) this Indenture, the Collateral AgreementsNotes, the Notes Exchange Notes, the Note Guarantees and the Note GuaranteesSecurity Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Parent’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness instrument was issued or Capital Stock such agreement was incurred or issued entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions or subletting restrictions in leasescontracts, contracts leases and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of Parent that restricts distributions distributions, loans or transfers by that Restricted Subsidiary pending closing of the sale or other disposition; (8) 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, with respect to such encumbrance or restriction set forth in clauses (1), (2) or (3) of Section 4.08(a) than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged (as determined in good faith by the Board of Directors of Parent or the Company); (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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 (a) in the ordinary course of business or (b) with the approval of the Company’s Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets asset or property that are the subject of such agreements; (11) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (12) Indebtedness or other customary contractual requirements of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; and (1213) any instrument governing Indebtedness encumbrances or restrictions imposed by any amendments or refinancings of a Foreign Subsidiarythe contracts, instruments or obligations referred to above in clauses (1) through (12); provided that such Indebtedness was amendments or refinancings are not prohibited more restrictive, taken as a whole, with respect to encumbrances or restrictions set forth in clauses (1), (2) or (3) of Section 4.08(a) than such encumbrances and restrictions prior to such amendment or refinancing (as determined in good faith by the terms Board of this IndentureDirectors of Parent or the Company).

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company (a) The Loan Parties will not, and none of them will not permit any of their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to any New ParentHoldings, the Parent, the Company Borrower or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New ParentHoldings, the Parent, the Company Borrower or any of their Restricted Subsidiaries; (2ii) make loans or advances to any New ParentHoldings, the Parent, the Company Borrower or any of their Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to any New ParentHoldings, the Parent, the Company Borrower or any of their Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.8(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Closing Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Closing Date; (2ii) this IndentureAgreement, the Collateral AgreementsNotes, the Notes Guarantees and the Note GuaranteesGuaranteed Obligations with respect thereto; (3iii) applicable law, rule, regulation or order; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Borrower or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions in leasescontracts, contracts and leases or licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3iii) of the preceding paragraphSection 4.8(a) hereof; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) viii) 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; (9ix) Liens permitted to be incurred under the provisions of Section 4.16 4.12 hereof and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (10x) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the such Loan Party’s Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets that are the subject of such agreements; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (xiii) restrictions or encumbrances in agreements or obligations not described in clause (b)(i), as in effect on the Closing Date, and in amendments, modifications, restatements, renewals, increases, supplements, refunding, refinancing or replacements of such agreements and obligations; provided that the restrictions and/or encumbrances in such amendments, modifications, restatements, renewals, increases, supplements, refunding, refinancing or replacements are not materially more restrictive, taken as a whole, than those contained in such agreements or obligations as in effect on the Closing Date; (xiv) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (xv) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (xvi) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Agreement to any Person pending the closing of such sale; (xvii) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; and (12xviii) restrictions on the ability of any instrument Foreign Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in documentation governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of Subsidiary permitted to be incurred under this IndentureAgreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company (a) The Issuer will not, and none of them will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company Issuer or any of their its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company Issuer or any of their its Restricted Subsidiaries; (2) make loans or advances to any New Parent, the Parent, the Company Issuer or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Issuer or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 such agreements on the Issue Date; (2) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesIndenture Documents; (3) applicable law, law or any applicable rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Issuer or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-provisions restricting assignment provisions in leases, contracts and licenses of any agreement entered into by the Issuer or any Restricted Subsidiary entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that such Restricted Subsidiary pending the sale or other disposition; (8) any agreement for the sale or other disposition of assets not prohibited under this Indenture that relate solely to the assets subject to such sale or other disposition pending such 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 refinancedrefinanced (as determined in good faith by the Issuer); (910) Liens permitted to be incurred under the provisions of Section 4.16 hereof 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 in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements4.12; (11) customary restrictions on cash joint ventures, the interests therein or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; andassets thereof arising from joint venture agreements; (12) any instrument governing Indebtedness of a Foreign SubsidiaryRestricted Subsidiary or any Restricted Subsidiary that is not a Guarantor; provided that such Indebtedness was not prohibited by the terms of this Indenture; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Issuer or any of its Restricted Subsidiaries; (14) covenants in documents evidencing Trading Debt so long as the prohibition or limitation only applies to the Specified Subsidiary of the Issuer that has incurred such Trading Debt and does not apply to the Issuer or any of its Restricted Subsidiaries that are not Specified Subsidiaries; (15) restrictions imposed on the ability of Excluded Regulated Subsidiaries to make dividends; (16) restrictions on cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business; (17) any Senior Credit Facility or other First Lien Loan Documents, including the Credit Facility; (18) encumbrances and restrictions in agreements or instruments relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 if the encumbrances and restrictions contained in any such agreement or instrument, taken as a whole, are not (a) materially less favorable to the Holders than the encumbrances and restrictions contained in instruments governing Indebtedness as in effect on the Issue Date (as determined in good faith by the Issuer), or (b) materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Issuer) and either (x) the Issuer determines in good faith that such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (19) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of such Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (20) any encumbrance or restriction arising in the ordinary course of business, not relating to any Indebtedness, that does not, individually or in the aggregate, materially detract from the value of the property of the Issuer and the Restricted Subsidiaries, taken as whole, or adversely affect the Issuer’s ability to make principal and interest payments on the Notes, in each case, as determined in good faith by the Issuer; (21) Hedging Agreements; provided that such Hedging Agreements are entered into in the ordinary course of business or for the purpose of increasing yields on treasuries owned by the Issuer and its Restricted Subsidiaries or directly mitigating risks associated with liabilities, commitments, investments, assets or properties held or reasonably anticipated to be held by the Issuer and its Restricted Subsidiaries or changes in the value of securities issued by the Issuer and its Restricted Subsidiaries and not for the purpose of speculation or taking a “market view”; and (22) customary provisions contained in licenses or sublicenses with respect to intellectual property. For purposes of determining compliance with this Section 4.08, (1) the priority of any preferred stock in receiving dividends or liquidating distributions prior to distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary, or other subordination provisions in any Indebtedness, shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company will Classic shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries; (2) make loans or advances or guarantee any such loans or advances to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness encumbrances and restrictions as in effect on the Issue Date date of this Indenture pursuant to Existing Indebtedness or Credit Facilities, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness or Credit Facilities, as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Collateral AgreementsIndenture , the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Classic or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason Classic or any of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practiceits Restricted Subsidiaries; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature set forth described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.16 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such LiensLien; (10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions that are not materially more restrictive than customary provisions in comparable financings if the management of Classic determines that such restrictions will not materially impair Classic's ability to make payments as required under the Notes; and (1213) any instrument governing restrictions contained in Indebtedness of a Foreign Subsidiary; under Credit Facilities permitted to be incurred under Section 4.09, provided that such Indebtedness was the restrictions are not prohibited by more restrictive than the terms contained in the existing Credit Facilities as of this Indenturethe date hereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New (a) The Parent will not, the Parent will not, the Company will shall not, and none of them will shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on to the Parent or any of its Restricted Subsidiaries with respect to its Capital Stock to any New Parent, the Parent, the Company or any of their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to any New Parent, the Parent, the Company Parent or any of their its Restricted Subsidiaries; (2iii) make any loans or advances to any New Parent, the Parent, the Company Parent or any of their its Restricted Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Parent or any of their its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions will shall not apply to encumbrances or restrictions existing under or by reason of: (1i) any agreements in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture, and any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not (as determined in good faith by the Company) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Indebtedness as in effect on the Issue Datedate of this Indenture; (2ii) the Revolving Credit Agreement 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, refinancings or additional facilities are not (as determined in good faith by the Collateral AgreementsCompany) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Notes and Revolving Credit Agreement as in effect on the Note Guaranteesdate of this Indenture; (3iii) applicable law, rule, regulation or orderthe Indenture Documents; (4iv) applicable law and any applicable rule, regulation, order, approval, license, permit or similar restriction; (v) customary non-assignment , non-subletting or non-sublicensing provisions in leases, licenses or other agreements entered into in the ordinary course of business; (vi) purchase money obligations that impose restrictions of the nature described in clause (iv) of subsection (a) above on the property so acquired; (vii) any instrument governing Indebtedness agreement for the sale or other disposition of (x) all or substantially all of the Capital Stock or (y) any other assets of a Restricted Subsidiary that restricts distributions, loans or transfers by that Restricted Subsidiary pending its sale or other disposition thereof; (viii) any agreement or other instrument of a Person acquired by any New Parent, the Parent, the Company Parent or any of their Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendment, modification, renewal, replacement or refinancing thereof; provided thatprovided, that such amendments, modifications, renewals, replacements or refinancings are not (as determined in the case of Indebtedness, such Indebtedness was permitted good faith by the terms of this Indenture to be incurred; (5Company) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictiveless favorable, taken as a whole, to the Holders than those contained in the agreements governing the Indebtedness being refinancedsuch encumbrances or restrictions prior to such amendment, modification, renewal, replacement or refinancing; (9ix) Liens permitted to be incurred under the provisions of Section 4.16 hereof that limit the right of the debtor Parent or any of its Subsidiaries to dispose of the asset or assets subject to such LiensLien; (10x) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture agreementsventure, asset sale agreements, stock sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale stockholder agreements and other similar agreements entered into with the approval of the Board of Directors of the Ultimate Parentagreements, which limitation is applicable only to the assets that are the subject of such agreements; (11xi) any such encumbrance or restriction with respect to any Foreign Subsidiary pursuant to an agreement governing Indebtedness incurred by such Foreign Subsidiary, (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive to the Holders than the encumbrances and restrictions contained in the agreements described in clauses (i) and (ii) of this Section 5.08(b) (as determined in good faith by the Company), or (B) if such encumbrance or restriction is not materially more restrictive to the Holders than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not materially affect the Company’s ability to make the principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12xiii) any instrument governing other Indebtedness of a Foreign Subsidiarythe Parent or any of its Restricted Subsidiaries permitted to be Incurred subsequent to the date of this Indenture pursuant to the provisions of Section 5.09; provided that such Indebtedness was the restrictions therein are not prohibited by the terms of materially more restrictive, taken as a whole, than those contained in this Indenture. Nothing contained in this Section 5.08 shall prevent the Company or any Restricted Subsidiary from creating, incurring or suffering to exist any Permitted Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not, the Parent will not, the Company (a) The Lead Borrower will not, and none of them will not permit any of their its Restricted Subsidiaries that is not a Loan Party to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of the Lead Borrower or any Restricted Subsidiary that is not a Loan Party to: (1i) pay dividends or make any other distributions on its Capital Stock to any New Parent, the Parent, the Company Lead Borrower or any of their its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company Lead Borrower or any of their its Restricted Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Company Lead Borrower or any of their its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Lead Borrower or any of their its Restricted Subsidiaries. . (b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness outstanding on the Closing Date, this Agreement and Credit Facilities as in effect on the Issue Closing Date and any amendments, restatements, modifications, renewals, supplements, extensions, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, extensions, 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 Issue Closing Date; (2ii) this the Senior Notes Indenture, the Collateral Agreements, the Senior Notes and the Note Guarantees, the documentation governing any Indebtedness permitted to be incurred under Section 6.02 and secured on a pari passu or junior basis to the Liens securing the Senior Notes, so long as they are subject to the terms of the Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable (to the extent they remain secured by Liens), and in each case the security documents or similar agreements related thereto; (3iii) applicable law, rule, regulation regulation, order, approval, license, permit or ordersimilar restriction; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company Lead Borrower or any of their its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions or subletting restrictions in leasescontracts, contracts leases and licenses entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice; (6vi) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (3) of the preceding paragraphSection 6.02(b)(iii); (7vii) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending closing of the sale or other disposition; (8) viii) 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; (9ix) Liens permitted to be incurred under the provisions of Section 4.16 hereof 6.04 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (10x) 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 agreements, limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business, consistent with past practice or with the approval of the Lead Borrower’s or Holdings’ Board of Directors of the Ultimate ParentDirectors, which limitation is applicable only to the assets assets, property or Capital Stock that are the subject of such agreements; (11xi) restrictions on cash cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and; (12xii) other Indebtedness of Restricted Subsidiaries that are not Loan Parties that is incurred subsequent to the Closing Date pursuant to Section 6.02; (xiii) encumbrances on property that exist at the time the property was acquired by Holdings or a Restricted Subsidiary; (xiv) contractual encumbrances or restrictions in effect on the Closing Date, and any amendments, restatements, modifications, 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 Closing Date; (xv) any instrument governing Indebtedness encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a Foreign party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such Indebtedness agreement was not prohibited by entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of Holdings or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (xvi) any encumbrance or restriction contained in the terms of this Indenture.any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (y) the Lead Borrower determines that any such encumbrance or restriction will not materially affect the Lead Borrower’s ability to make principal or interest payments on the Revolving Facility or the Senior Notes, as determined in good faith by the Board of Directors of the Lead Borrower whose determination shall be conclusive; (xvii) provisions with respect to the receipt of a rebate on an operating lease until all obligations due to a lessor on other operating leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary in connection with a sale and leaseback transaction;

Dividend and Other Payment Restrictions Affecting Subsidiaries. Any New Parent will not(a) Neither the Borrower nor Holdings shall, the Parent will not, the Company will not, and none of them will nor shall it permit any of their Restricted its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of its Subsidiaries to: (1i) pay dividends or make any other distributions on its Capital Stock Equity Interests to any New Parent, the Parent, the Company Borrower or any of their Restricted Subsidiaries, its Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries; (2ii) make loans or advances to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries; or; (3iii) sell, lease or transfer any of its properties or assets to any New Parent, the Parent, the Company Borrower or any of their Restricted its Subsidiaries. However; or (iv) guarantee any Indebtedness of the Borrower or any of its Subsidiaries; (b) Notwithstanding the foregoing, the restrictions in the preceding restrictions will clause (a) shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and the First Lien Credit Agreement, in each case as in effect on the Issue Closing Date and and, with respect to any such Indebtedness other than the Existing 10% Notes, any amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, modifications, renewals, increases, supplements, extensions, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements governing such Existing Indebtedness or the First Lien Credit Agreement, as the case may be, as in effect on the Issue Closing Date; (2ii) this Indenture, the Collateral Agreements, the Notes and the Note GuaranteesLoan Documents; (3iii) applicable law, rule, regulation or order; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by any New Parent, the Parent, the Company or any of their Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred[Reserved]; (5v) customary non-assignment provisions in leases, leases or contracts and licenses or real property mortgages or related documents entered into in the ordinary course of business, including by reason of customary provisions restricting the transfer of copyrighted or patented materials business and consistent with industry practicepast practices; (6vi) purchase money obligations for property acquired in the ordinary course of business and obligations, Capital Lease Obligations or mortgage financings that impose restrictions on the property purchased or leased so acquired of the nature set forth described in clause (3a)(iii) of the preceding paragraphhereto; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Restricted Subsidiary pending the sale or other disposition[Reserved]; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens permitted to be incurred under the provisions of Section 4.16 hereof securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such LiensLien; (10x) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Board of Directors of the Ultimate Parent, which limitation is applicable only to the assets that are the subject of such agreements;business; and (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (12) any instrument governing Indebtedness of a Foreign Subsidiary; provided that such Indebtedness was not prohibited by the terms of this Indenture.