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

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (iA) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries; (B) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted SubsidiarySubsidiaries; or (iiC) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding the foregoingSubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (1) applicable laws, rules and regulations; (2) any provisions of this Indenture, the Company may, 2011 Indenture or the 0000 Xxxxxxxxx; (3) customary provisions of any contract or lease (other than a capital lease or a lease in a sale and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (Aleaseback transaction) pursuant to any agreement in effect on the Issuance Date governing a leasehold interest of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company or any of its Restricted Subsidiaries; (B4) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction agreements existing at the time of acquisition of any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary assets of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the properties assets or Capital Stock of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date; (6) restrictions imposed by any agreement to sell assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or permitted under this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement Indenture relating to such encumbrance assets pending the closing of such sale; (7) Indebtedness or restriction are not, other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (8) Liens incurred in accordance with Section 4.15; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregate, more restrictive ordinary course of business; (10) the Credit Agreement as in effect on the Issue Date; (11) any material respect than the provisions contained restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in the agreement the subject thereof, as determined compliance with Section 4.08; (12) customary restrictions in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgageCapitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of a Subsidiary the Company or relating to property or assets any of a Subsidiary otherwise permitted hereunder, but only its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreement; mortgages; (F13) customary provisions in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases joint venture agreements and other contracts similar agreements, in each case relating solely to the extent such provisions restrict the transfer respective joint venture or subletting of any such lease similar entity or the assignment of rights under such contractequity interests therein; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.this clause

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by the Company or any other Restricted Subsidiary or Stock; (2) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii3) to make loans or advances to any Investment in the Company or any other Restricted Subsidiary; or or (iii4) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing. (b) Section 4.11(a) will not prohibit any: (1) encumbrance or restriction pursuant to an agreement or instrument (including, without limitation, the Company mayCredit Agreement (and related security documents), the Notes, this Indenture, the Guarantees and may permit the Security Documents) in effect on the Issue Date or any agreement governing Indebtedness that contains encumbrances and restrictions that are not materially more restrictive than those contained in this Indenture, the Guarantees, the Credit Agreement and the Security Documents; (2) encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to any Restricted Subsidiary toor the properties or assets of any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary or such Subsidiary’s Subsidiaries; (3) encumbrance or restriction pursuant to any agreement governing any Indebtedness represented by Capital Lease Obligations or Purchase Money Obligations permitted to be incurred under Section 4.03; (4) encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any Person or related to assets acquired (whether by merger, create consolidation or otherwise cause otherwise) by the Company or suffer to become effective any Restricted Subsidiaries, so long as such encumbrance or restriction (A) pursuant to any agreement was not entered into in effect on the Issuance Date contemplation of the Series A1 Redeemable Preferred Stockacquisition, the Series B1 Redeemable Preferred Stock merger or consolidation transaction, and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other than the Person or such Person; ’s Subsidiaries, or the property or assets of the Person or such Person’s Subsidiaries, so acquired; (D5) pursuant encumbrance or restriction existing under applicable law, rule, regulation or order or any requirement of any regulatory body; (6) in the case of Section 4.11(a)(4), Liens securing Indebtedness otherwise permitted to an agreement effecting a renewalbe incurred under Section 4.06 that limit the right of the debtor to dispose of the assets subject to such Liens; (7) customary non-assignment provisions in leases, refunding licenses or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to contracts; (8) customary restrictions contained in clause (A), ) asset sale agreements that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (C9) above customary restrictions imposed by the terms of shareholders’, partnership or joint venture agreements; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership or joint venture; (10) restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under this Indenture, so long as such restrictions or encumbrances are customary for Indebtedness of the type incurred and which the Board of Directors of the Company determines in good faith will not adversely affect the Issuers’ ability to make payments of principal or interest on the Notes; (11) encumbrance or restriction with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of the Company; (12) 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 (13) encumbrance or restriction under any agreement that amends, extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (12), or in this clause (D13), ; provided that the provisions contained in terms and conditions of any such renewal, refunding encumbrances or extension agreement relating to such encumbrance or restriction restrictions are not, in the aggregate, no more restrictive in any material respect than the provisions contained in those under or pursuant to the agreement evidencing the subject thereofIndebtedness so extended, as determined in good faith by the Company; (E) in the case of clause (iii) aboverenewed, restrictions contained in any mortgage, security refinanced or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (iA) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries; (B) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted SubsidiarySubsidiaries; or (iiC) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding the foregoingSubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (1) applicable laws, rules and regulations; (2) any provisions of this Indenture, the Company may, 2008 Indenture or the 0000 Xxxxxxxxx; (3) customary provisions of any contract or lease (other than a capital lease or a lease in a sale and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (Aleaseback transaction) pursuant to any agreement in effect on the Issuance Date governing a leasehold interest of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company or any of its Restricted Subsidiaries; (B4) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction agreements existing at the time of acquisition of any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary assets of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the properties assets or Capital Stock of the Person so acquired; (5) agreements existing on May 17, 2001 to the extent and in the manner such agreements are in effect on such date; (6) restrictions imposed by any agreement to sell assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or permitted under this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement Indenture relating to such encumbrance assets pending the closing of such sale; (7) Indebtedness or restriction are not, other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (8) Liens incurred in accordance with Section 4.15; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregateordinary course of business; (10) the Credit Agreement as in effect on May 17, more restrictive 2001; (11) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in any material respect than the provisions contained compliance with Section 4.08; (12) customary restrictions in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgageCapitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of a Subsidiary the Company or relating to property or assets any of a Subsidiary otherwise permitted hereunder, but only its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreement; mortgages; (F13) customary provisions in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases joint venture agreements and other contracts similar agreements, in each case relating solely to the extent such provisions restrict the transfer respective joint venture or subletting of any such lease similar entity or the assignment of rights under such contractequity interests therein; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.this clause

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries, or pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted SubsidiarySubsidiaries; provided that preferences on payments of dividends or distributions in preferred securities will not be deemed to constitute a restriction under the foregoing so long as the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Capital Stock; (ii) to make loans or advances to the Company or any other of its Restricted SubsidiarySubsidiaries; or or (iii) to transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding Subsidiaries. (b) However, Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (i) agreements (including the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (ACredit Agreement) pursuant to any agreement as in effect on the Issuance Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Series A1 Redeemable Preferred StockIndebtedness to which they relate, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment and transfer restrictions than those contained in those agreements on the Issue Date; (ii) this Indenture, the Series B1 Redeemable Preferred Stock Notes and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause Subsidiary Guarantees; (iii) or Applicable Law; (iv) any instrument of the definition of "Permitted Indebtedness"; provided that a Person acquired by the Company determines or any of its Restricted Subsidiaries as in good faith that the provisions relating to such encumbrance or restriction effect at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition, which encumbrance or restriction is not applicable to any other 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 any instrument governing Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (Dv) pursuant to an agreement effecting a renewalCapital Lease Obligations, refunding mortgage financings or extension purchase money obligations, in each case for property acquired in the ordinary course of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to business that impose restrictions on that property of the nature described in clause (Aiii) of Section 4.08(a), ; (Bvi) any agreement for the sale or other disposition of all or substantially all 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 or other customary restrictions pursuant thereto; (Cvii) above or this clause (D)Permitted Refinancing Indebtedness, provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions restrictions contained in the agreement agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the subject thereofagreements governing the Indebtedness being Refinanced, as determined in good faith by the Company; ; (Eviii) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of a Subsidiary Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements or other customary restrictions pursuant thereto; (x) any agreement or instrument relating to any property or assets of a Subsidiary otherwise permitted hereunderacquired after the Issue Date, but so long as such encumbrance or restriction relates only to the extent such restrictions restrict the transfer of the property or asset subject to assets so acquired and is not and was not created in anticipation of such mortgageacquisitions; (xi) restrictions on cash, security Cash Equivalents or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; business; (Gxii) any restriction with respect to a Subsidiary other agreement governing Indebtedness or Disqualified Stock or preferred securities of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which Guarantor that is permitted hereunderto be incurred or issued by Section 4.09; provided, however, that such encumbrances or restrictions either (a) are not materially more restrictive, taken as a whole, than those contained in this Indenture or the Company determines Credit Agreement as in effect on the Issue Date, or (b) in the good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons judgment of a comparable size and credit worthiness to responsible officer of the Company and (ii) could Company, would not reasonably be expected to materially adversely affect have a material adverse effect on the Company's ’s ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption DateNotes; or and (Ixiii) any encumbrance or restriction which by its terms permits payments Hedging Contracts permitted from time to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereundertime under this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (2) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may be, taken as a whole; (c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company may, and may permit or any Restricted Subsidiary toof the Company, create or otherwise cause the properties or suffer to become effective assets of any such encumbrance Person, other than the Person or restriction the properties or assets of the Person so acquired; provided, however, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; (e) agreements existing on the Issue Date; (f) the Senior Credit Facility and the A/R Facility; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (i) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (j) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any agreement material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issuance Date Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of the Series A1 Redeemable Preferred StockIndebtedness issued, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility assumed or Indebtedness Incurred pursuant to an agreement referred to in clause (iiib), (d), (e) or (ivf) of the definition of "Permitted Indebtedness"above; provided that the Company determines in good faith provided, however, that the provisions relating to such encumbrance or restriction at the time contained in any such refinancing, replacement or substitution agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness no less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive Holders in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case Board of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary Directors of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that than the provisions relating to such encumbrance or restriction at the time any contained in agreements referred to in such agreement is entered into clause (ib), (d), (e) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderf).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ii)(a) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary; Subsidiaries, (ii) to make loans or advances to the Company or any other of its Restricted Subsidiary; or Subsidiaries, (iii) to transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding Subsidiaries, (iv) grant Liens in favor of Holders of Notes or (v) guarantee the foregoingNotes, except in each case for such encumbrances or restrictions existing under or by reason of (a) Indebtedness of the Company may, and may permit or any Restricted Subsidiary tooutstanding on the date of the Indenture and listed on Schedule C attached thereto, create (b) the New Credit Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increase, supplements, refunding, replacements or otherwise cause refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increase, supplements, refundings, replacements or suffer refinancings are no more restrictive with respect to become effective any such encumbrance or restriction (A) pursuant to any agreement dividend and other payment restrictions than those contained in the New Credit Agreement in effect on the Issuance Date date of the Series A1 Redeemable Preferred StockIndenture, (c) the Series B1 Redeemable Preferred Stock Indenture and the Series C1 Redeemable Preferred Stock; Notes, (Bd) pursuant to the terms applicable law, (e) any instrument governing Indebtedness or Capital Stock of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that a Person acquired by the Company determines or any of its Restricted Subsidiaries as in good faith that the provisions relating to such encumbrance or restriction effect at the time any of such agreement is entered into acquisition (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness except to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments extent such Indebtedness was incurred in connection with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which in contemplation of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition), which encumbrance or restriction is not applicable to any other Person Person, or the properties property or assets of any Person, other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in Person, or the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunderthe Person, but only to the extent such restrictions restrict the transfer so acquired, (f) by reason of the property or asset subject to such mortgage, security or lease agreement; (F) customary non-assignment provisions in the case of clause (iii) above, customary nonassignment provisions existing and future leases entered into in the ordinary course of business and consistent with past practice practices, (g) purchase money obligations for property acquired in leases and other contracts to the extent such provisions restrict the transfer or subletting ordinary course of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary business that impose restrictions of the Company imposed pursuant to an agreement which has been entered into for nature described in clause (iii) above on the sale or disposition of Capital Stock or assets of such Subsidiary; property so acquired and (Hh) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred restrictions incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines or any Restricted Subsidiary in good faith that the provisions relating to such encumbrance or restriction at the time connection with any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderPermitted Receivables Financing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (iA) to pay cash dividends (in cash or otherwise) or make any other distributions in respect of cash distribution on its Capital Stock owned by the Company or any other Restricted Subsidiary interest or participation in or measured by its profits, (B) pay any Indebtedness or (other obligation than Subordinated Indebtedness) owed to the Company or any other Restricted Subsidiary; Guarantor, (iiC) to make loans or advances to any Investment in the Company or any other Restricted Subsidiary; Subsidiary in whole or in part or (iiiD) to transfer (excluding Liens) any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoingHowever, the Company may, and may permit this covenant will not prohibit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A1) pursuant to an agreement in effect on the date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company or any Guarantor governing any Indebtedness permitted by clauses (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iiii) or (iviii) of the definition of "Permitted Indebtedness and as to such clause (iii) as to the assets (and the proceeds thereof) financed with the proceeds of, or used to finance, such Indebtedness"; provided that (4) contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company determines in good faith that the provisions relating to or any Restricted Subsidiaries so long as such encumbrance or restriction at the time any such agreement is was not entered into in contemplation of the acquisition, merger or consolidation transaction; (i5) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are customary in similar agreements entered into by Persons of a comparable size and credit worthiness fair to the Company and in the reasonable determination of the Board of Directors or other transactions (iiin compliance with the terms of this Indenture) which could not reasonably be expected to materially adversely affect impair the Company's ability of the Company to make required cash dividend payments with respect to timely pay the Redeemable Preferred Stock Securities or to redeem otherwise perform its obligations under this Indenture or the Redeemable Preferred Stock on the Maturity Redemption DateSecurities; and (C6(6) pursuant to an agreement existing prior to any agreements effecting the date on which such Person became ViSalus Recapitalization (it being understood that, for the avoidance of doubt, nothing contained herein shall, or shall be interpreted to, mean that ViSalus will be a Subsidiary of the Company upon the consummation of the ViSalus Mandatory Exchange (as defined in the Consent Agreement) and outstanding on it is acknowledged that upon such date consummation ViSalus will not be a Subsidiary of the Company); and not created (7) under any agreement that extends, renews, refinances or replaces in anticipation of becoming a Subsidiary, which encumbrance whole or restriction is not applicable to any other Person in part the agreements containing the encumbrances or restrictions in the properties or assets of any other Person; foregoing clauses (D1) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause through (A56), (B) or (C) above or in this clause (D67), provided that the provisions contained in terms and conditions of any such renewal, refunding encumbrances or extension agreement relating to such encumbrance or restriction restrictions are not, in the aggregate, no more restrictive in any material respect taken as a whole than the provisions contained in those under or pursuant to the agreement evidencing the subject thereofIndebtedness so extended, as determined in good faith by the Company; (E) in the case of clause (iii) aboverenewed, restrictions contained in any mortgage, security refinanced or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any other Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate or pay any Indebtedness Debt or other obligation owed to the Company or any other such Restricted SubsidiarySubsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate; (ii) to make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate; or (iii) to transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to, create or otherwise cause or suffer to become effective exist any such encumbrance or restriction restriction (Aa) pursuant to any agreement in effect on the Issuance Date date of original issuance of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Securities; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (Cb) pursuant to an agreement relating to any Debt Incurred by a Person (other than a Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate existing on the date of original issuance of the Securities or any Person carrying on any of the businesses of any such Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate) prior to the date on which such Person became such a Restricted Subsidiary of the Company Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate and outstanding on such date and not created Incurred in anticipation of becoming such a SubsidiaryRestricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Person; than the Person so acquired; (Dc) pursuant to an agreement by which a Restricted Subsidiary, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate obtains financing, provided that (x) such restriction is not materially more restrictive than customary provisions in comparable financing agreements and (y) management of the Company determines that at the time such agreement is entered into such restriction will not materially impair the Company's ability to make payments on the Securities, such determination to be confirmed not less frequently than once a year by an Officer's Certificate delivered to the Trustee; (d) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (Ba) or (Cb) above or this clause (D)c) above, provided provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, no more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by management of the Company; , such determination to be confirmed not less frequently than once a year by an Officer's Certificate delivered to the Trustee; (Ee) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness Debt of a Restricted Subsidiary of the Company, Restricted Affiliate or relating to property or assets Restricted Subsidiary of a Subsidiary Restricted Affiliate otherwise permitted hereunderunder the Indenture, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; ; (Ff) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice practices in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; lease; (Gg) any restriction with respect to a Restricted Subsidiary of the Company Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (H) any encumbrance Restricted Subsidiary or restriction Restricted Affiliate, provided that consummation of such transaction would not result in an Event of Default or an event that, with respect to a Foreign Subsidiary pursuant to the passing of time or the giving of notice or both, would constitute an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; providedEvent of Default, that the Company determines in good faith such restriction terminates if such transaction is closed or abandoned and that the provisions relating to closing or abandonment of such transaction occurs within one year of the date such agreement was entered into; or (h) such encumbrance or restriction at is the time any such agreement is entered into (i) are customary in similar agreement entered into by persons result of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock applicable law or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderregulation.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (i) of the Company to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to of the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted SubsidiaryCompany. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective exist any such encumbrance or restriction restriction: (Aa) pursuant to any agreement in effect on the Issuance Date date of original issuance of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Securities; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (Cb) pursuant to an agreement relating to any indebtedness incurred by a Person (other than a Subsidiary of the Company existing on the date of original issuance of the Securities or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created incurred in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Person; than the Person so acquired; (Dc) pursuant to an agreement effecting a renewal, extension, refunding or extension refinancing of Indebtedness Incurred or Preferred Stock issued indebtedness incurred pursuant to an agreement referred to in clause (A)a) above, (B) or (C) above or this clause (D)provided, provided however, that the provisions contained in such renewal, extension, refunding or extension refinancing agreement relating to such encumbrance or restriction are notno more restrictive, in the aggregatetaken as a whole, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case Board of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including Directors and evidenced by a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer resolution of the property or asset subject to such mortgage, security or lease agreement; Board of Directors filed with the Trustee; (Fd) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (H) any encumbrance , provided that consummation of such transaction would not result in an Event of Default or restriction an event that, with respect to a Foreign Subsidiary pursuant to the passing of time or the giving of notice or both, would constitute an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; providedEvent of Default, that the Company determines in good faith such restriction terminates if such transaction is closed or abandoned and that the provisions relating to closing or abandonment of such transaction occurs within one year of the date such agreement was entered into; (e) if such encumbrance or restriction at is the time any such agreement is entered into (i) are customary in similar agreement entered into by persons result of a comparable size and credit worthiness applicable corporate law or regulation relating to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock payment of dividends or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderdistributions.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of its permitted by Applicable Law on any Capital Stock of such Subsidiary owned by the Company Borrower or any other Restricted Subsidiary or Subsidiary, (b) pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary; , (iic) to make loans or advances to the Company Borrower or any other Restricted Subsidiary; Subsidiary or (iiid) to transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary. Notwithstanding ; provided, however, that the foregoing, the Company may, foregoing clause shall not apply to encumbrances and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction restrictions: (Aa) pursuant to any agreement in effect existing on the Issuance Closing Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) including pursuant to the terms of Existing ABL Facility and the Equity Documents), and any Credit Facilityextensions, Currency Agreementrefinancings, Interest Rate Agreement, Commodity Agreement, Receivables Facility renewals or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"replacements thereof; provided that the Company determines encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of Applicable Law; (c) existing with respect to any Person or the provisions relating to property or assets of such encumbrance Person acquired by the Borrower or restriction any Subsidiary, existing at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date acquisition and not created incurred in anticipation of becoming a Subsidiarycontemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person or the properties property or assets of any Person other Personthan such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained encumbrances and restrictions in any such renewalextensions, refunding refinancings, renewals or extension agreement relating to such encumbrance or restriction are notreplacements taken as a whole are, in the aggregategood faith judgment of the Board of Directors, more restrictive no less favorable in any material respect to the Lenders than the provisions contained those encumbrances or restrictions that are then in the agreement the subject thereofeffect and that are being extended, as determined in good faith by the Company; refinanced, renewed or replaced; (Ed) in the case of clause (iiid) aboveof the first paragraph of this Section 7.11: (i) that restrict in a customary manner the subletting, restrictions contained in assignment or transfer of any mortgageproperty or asset that is a lease, security license, conveyance or lease contract or similar property or asset, (ii) existing by virtue of any transfer of, agreement (including a capital to transfer, option or operating lease) securing Indebtedness of a Subsidiary right with respect to, or relating to Lien on, any property or assets of a the Borrower or any Subsidiary not otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause prohibited by this Agreement, (iii) abovearising or agreed to in the ordinary course of business, customary nonassignment provisions entered into not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any Subsidiary in any manner material to the Borrower or any Subsidiary, or (iv) arising under purchase money obligations for property acquired in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; Capitalized Lease Obligations; (Ge) any restriction with respect to a Subsidiary of the Company and imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Subsidiary; (f) arising from customary provisions in joint venture agreements, asset sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale agreements, stockholder agreements and other similar agreements entered into in the ordinary course of business; (g) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (h) arising in connection with any Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Subsidiary of the Borrower permitted to be incurred subsequent to the date of the Closing Date pursuant to the provisions of Section 7.02; and (i) restrictions on cash or other deposits or net worth imposed by suppliers, landlords or customers or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business. Nothing contained in this Section 7.11 shall prevent the Borrower or any Subsidiary from (a) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 7.01 or (b) restricting the sale or other disposition of property or assets of such Subsidiary; (H) the Borrower or any encumbrance of its Subsidiaries that secure Indebtedness of the Borrower or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSubsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction (other than pursuant to this Indenture, any Note Guarantee or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock Equity Interests owned by the Company or any other Restricted Subsidiary or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary; , (ii) to make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary thereof or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoingHowever, the Company may, and may permit preceding restrictions shall not apply to the following encumbrances or restrictions existing under or by reason of: (a) any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect existence on the Issuance Issue Date (including, without limitation, this Indenture, the Notes, the Note Guarantees and the Security Documents) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, restructurings or refinancings, of any of the Series A1 Redeemable Preferred Stockforegoing agreements or documents, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith that judgment of the provisions relating Company, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions in existence on the Issue Date or refinancings thereof; (b) any encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior relating to an acquisition of property or assets, so long as the encumbrances or restrictions in any such agreement relate solely to the date on property or assets so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which such exists with respect to a Person became that becomes a Subsidiary or merges with or into a Subsidiary of the Company and outstanding on or after the Issue Date, which is in existence at the time such date and Person becomes a Subsidiary, but not created in connection with or in anticipation of such Person becoming a Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Subsidiary; (d) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (e) any encumbrance or restriction under the sale of assets or Equity Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (f) any instrument governing Debt or Equity Interests of a Person acquired by the Company or any of the Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other than the Person; (D) pursuant to an agreement effecting a renewal, refunding or extension the property or assets of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A)the Person, (B) or (C) above or this clause (D)so acquired, provided that the provisions contained in such renewalthat, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause Debt, such Debt was permitted by the terms of this Indenture to be Incurred; and (iiig) above, restrictions contained in any mortgage, security on cash or lease agreement (including a capital other deposits or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into net worth imposed by lessors in the ordinary course of business consistent with past practice business. Nothing contained in leases and this Section 4.8 shall prevent the Company or any Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted pursuant to Section 4.12 or (ii) restricting the sale or other contracts to the extent such provisions restrict the transfer disposition of property or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary assets of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition any of Capital Stock or assets its Subsidiaries that secure Debt of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines or any of its Subsidiaries Incurred in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size accordance with Section 4.9 and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSection 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction (other than pursuant to this Indenture, any Note Guarantee or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock Equity Interests owned by the Company or any other Restricted Subsidiary or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary; , (ii) to make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary thereof or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoingHowever, the Company may, and may permit preceding restrictions shall not apply to the following encumbrances or restrictions existing under or by reason of: (a) any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect existence on the Issuance Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, restructurings or refinancings, of any of the Series A1 Redeemable Preferred Stockforegoing agreements or documents, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith that judgment of the provisions relating Company, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions in existence on the Issue Date or refinancings thereof; (b) any encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior relating to an acquisition of property or assets, so long as the encumbrances or restrictions in any such agreement relate solely to the date on property or assets so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which such exists with respect to a Person became that becomes a Subsidiary or merges with or into a Subsidiary of the Company and outstanding on or after the Issue Date, which is in existence at the time such date and Person becomes a Subsidiary, but not created in connection with or in anticipation of such Person becoming a Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Subsidiary; (d) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (e) any encumbrance or restriction under the sale of assets or Equity Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (f) any instrument governing Debt or Equity Interests of a Person acquired by the Company or any of the Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Equity Interests was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other than the Person; (D) pursuant to an agreement effecting a renewal, refunding or extension the property or assets of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A)the Person, (B) or (C) above or this clause (D)so acquired, provided that the provisions contained in such renewalthat, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause Debt, such Debt was permitted by the terms of this Indenture to be Incurred; and (iiig) above, restrictions contained in any mortgage, security on cash or lease agreement (including a capital other deposits or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into net worth imposed by lessors in the ordinary course of business consistent with past practice business. Nothing contained in leases and this Section 4.8 shall prevent the Company or any Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted pursuant to Section 4.12 or (ii) restricting the sale or other contracts to the extent such provisions restrict the transfer disposition of property or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary assets of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition any of Capital Stock or assets its Subsidiaries that secure Debt of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines or any of its Subsidiaries Incurred in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size accordance with Section 4.9 and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSection 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company None of the Loan Parties shall not, and (nor shall not permit any Restricted Subsidiary to, directly or indirectly, of their Subsidiaries) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect permitted by Applicable Law on any Equity Interests of its Capital Stock such Subsidiary owned by the Company such Loan Party or any other Restricted Subsidiary or of such Loan Party; (b) pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted SubsidiarySubsidiary of the Borrower; (iic) to make loans or advances to the Company Borrower or any other Restricted SubsidiarySubsidiary of the Borrower; or (iiid) to transfer any of its property or assets Property to the Company Borrower or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingBorrower, except for the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective following: (i) any such encumbrance or restriction (A) pursuant to any agreement in effect existing on the Issuance Effective Date of and set forth on Schedule 7.6; (ii) any such encumbrance or restriction existing in the Series A1 Redeemable Preferred StockSenior Notes Indentures and any extensions, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facilityrefinancings, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility renewals or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"replacements thereof permitted by Section 7.9(h); provided that the Company determines encumbrances and restrictions in good faith any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Lenders than those encumbrances or restrictions that the provisions relating to are then in effect and that are being extended, refinanced, renewed or replaced; (iii) any such encumbrance or restriction existing with respect to any Person or the Property of such Person acquired by such Loan Party or any of its Subsidiaries, existing at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date acquisition and not created incurred in anticipation of becoming a Subsidiarycontemplation thereof, which encumbrance or restriction is not applicable to any other Person or the properties or assets Property of any Person other Personthan such Person or the Property of such Person so acquired; or (Div) pursuant with respect to an agreement effecting a renewalSubsidiary, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to any such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which that has been entered into for the sale or disposition of Capital Stock all or assets substantially all of the Equity Interests or Property of such Subsidiary; (H) Subsidiary not prohibited by any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons other provision of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderthis Agreement.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to (a) pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries on its Capital Stock or (b) pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary; Subsidiaries; (ii2) to make loans or advances to the Company or any other of its Restricted SubsidiarySubsidiaries; or or (iii3) to transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a) the foregoingCredit Facilities or any instrument governing Existing Indebtedness, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement each as in effect on the Initial Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock Date; (b) this Indenture and the Series C1 Redeemable Preferred Stock; Notes; (Bc) pursuant to the terms applicable law; (d) any instrument governing Indebtedness or Capital Stock of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that a Person acquired by the Company determines or any of its Restricted Subsidiaries as in good faith that the provisions relating to such encumbrance or restriction effect at the time any of such agreement is entered into acquisition (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness except to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments extent such Indebtedness was incurred in connection with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which in contemplation of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition), which encumbrance or restriction is not applicable to any other Person or the properties or assets of any Person, other than the Person; (D) pursuant to an agreement effecting a renewal, refunding or extension the property or assets of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A)the Person, (B) or (C) above or this clause (D)so acquired, provided that the provisions contained in such renewalthat, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (iiie) above, restrictions contained by reason of customary non-assignment provisions in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions leases entered into in the ordinary course of business and consistent with past practice in leases and practices; (f) any mortgages, pledges or other contracts security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such provisions the encumbrances or restrictions they contain restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock properties or assets subject to such mortgages, pledges or other security agreements; (g) purchase money obligations for properties or assets acquired in the ordinary course of such Subsidiary; business and Capital Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (H3) of the first paragraph of this Section 4.08 on the properties or assets so acquired; (h) any encumbrance or restriction with respect to a Foreign Restricted Subsidiary (or any of its properties or assets) imposed pursuant to an agreement relating to Indebtedness entered into for the direct or Liens Incurred by indirect sale or disposition of all or substantially all the Capital Stock or properties or assets of such Foreign Restricted Subsidiary which is permitted hereunder; provided, (or the properties or assets that the Company determines in good faith that the provisions relating are subject to such encumbrance restriction) pending the closing of such sale or restriction at the time any such agreement is entered into disposition; (i) are customary provisions in bona fide contracts for the sale of properties or assets; (j) customary provisions in joint venture agreements and similar agreement entered into by persons agreements that restrict the transfer of a comparable size and credit worthiness to interests in the Company and joint venture; or (iik) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments Permitted Refinancing Indebtedness with respect to any Indebtedness referred to in clauses (a) and (b) above, provided that the Redeemable Preferred Stock or to redeem restrictions contained in the Redeemable Preferred Stock on agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to agreements governing the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderIndebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause suffer to exist or suffer allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary Subsidiary: (i1) to pay dividends (dividends, in cash or otherwise) , or make any other distributions in respect of on its Capital Stock owned by the Company Stock, or any other Restricted Subsidiary or pay make payments on any Indebtedness or other obligation owed owed, to the Company or any other Restricted Subsidiary; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (ii2) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing. (b) The restrictions in Section 4.08(a) are collectively referred to herein as a “Payment Restriction.” However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company mayor any Restricted Subsidiary, or customary restrictions in licenses relating to the property covered thereby and may permit entered into in the ordinary course of business; (2) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition, which encumbrance or restriction is not applicable to any other Person Person, other than the Person, or the properties property or assets of the Person, so acquired, provided that such Indebtedness was not Incurred in anticipation of such acquisition; (3) any other Person; instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, provided that (Da) pursuant to an such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and this Indenture as in effect on the Issue Date; (4) the Revolving Credit Agreement as in effect on the Issue Date or any agreement effecting a renewalthat amends, refunding modifies, supplements, restates, extends, renews, refinances or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D)replaces the Revolving Credit Agreement, provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction terms and conditions of any Payment Restrictions thereunder are not, in the aggregate, not materially more restrictive in any material respect than the provisions Payment Restrictions contained in the agreement Revolving Credit Agreement as in effect on the subject Issue Date; (5) this Indenture, the Notes and the Subsidiary Guarantees; or (6) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock effect on the Maturity Redemption Issue Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; , (ii2) to make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary; Subsidiary or (iii3) to sell or transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create except for such encumbrances or otherwise cause restrictions existing under or suffer to become effective any such encumbrance or restriction by reason of: (A) pursuant to the U.S. Credit Agreement, or any other agreement of the Company or any of the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issuance Date of the Series A1 Redeemable Preferred StockIssue Date, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any amendments, restatements, renewals, replacements or refinancings thereof, and any other Credit Facility; provided, Currency Agreementhowever, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryamendment, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a restatement, renewal, refunding replacement or extension of Indebtedness Incurred refinancing or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in other such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, Credit Facility is no more restrictive in the aggregate, more restrictive aggregate in any material respect with respect to such encumbrances or restrictions than the provisions those contained in the agreement being amended, restated, renewed, replaced or refinanced or the subject thereofU.S. Credit Agreement in effect on the Issue Date, as determined in good faith the case may be; (B) any applicable law or any rule, regulation or order of any governmental authority; (C) any instrument of an Acquired Person acquired by the CompanyCompany or any Restricted Subsidiary after the Issue Date as in effect at the time of such acquisition and not entered into by such Acquired Person in connection with, as a result of or in contemplation of such acquisition; (E) in provided, however, that such encumbrances and restrictions are not applicable to the case of clause (iii) above, restrictions contained in Company or any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Restricted Subsidiary or relating to property or the assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for or any Restricted Subsidiary other than the sale Acquired Person or disposition of Capital Stock or the assets of such Subsidiary; the Acquired Person; (HD) any encumbrance customary non-assignment provisions in leases, licenses or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.contracts;

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectlyindirectly make any Restricted Payment or immediately after giving effect thereto, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company Company, Borrower or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company Company, Borrower or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law, rules, regulations and/or orders; (ii) the Loan Documents (including, without limitation, any Liens permitted by such Loan Documents), the indenture relating to the Permanent Securities permitted by Section 5.08(c)(i) (including, without limitation, any Liens permitted by this Agreement or the indenture relating to the Permanent Securities), provided that encumbrances or restrictions contained in such other indenture are no less favorable to the Company may, in any material respect as determined by the Board of Directors of the Company in their reasonable and may permit good faith judgment than those in this Agreement; (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or Company; (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction any agreements existing at the time of any such agreement is entered into (i) are customary in similar agreements entered into by Persons merger or consolidation with any Person or the acquisition of a comparable size and credit worthiness to any Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock properties or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which assets of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary(including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any other Personsubsidiary of such Person and as amended or modified; (D) pursuant provided, however, that any such amendment or modification is no less favorable to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (v) agreements existing on the Closing Date (after giving effect to the Acquisition) to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Closing Date; (vi) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the subject thereofclosing of such sale; (vii) any agreement or instrument governing Capital Stock of any Person that is acquired and as amended or modified provided, however, that any such amendment or modification is no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions prior to such amendment or modification; (viii) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (ix) Liens incurred in accordance with Section 5.14; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xi) the Senior Secured Credit Facilities and any Asset Backed Credit Facilities as in effect on the Closing Date and as amended or modified, so long as such amendment or modification is not materially more restrictive, taken as a whole, as determined at the time of execution of such amendment or modification; (xii) customary restrictions in good faith by the Company; (E) in the case of clause (iii) aboveconstruction loans, restrictions contained in any mortgagepurchase money obligations, Capitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of the Company or a Restricted Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only the Company to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreement; mortgages; (Fxiii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the case of clause (iiirespective joint venture or similar entity or the equity interests therein) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice business; (xiv) customary provisions in leases Hedging Obligations permitted under this Agreement and other entered into in the ordinary course of business; (xv) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the extent such provisions restrict aggregate, detract from the transfer value of property or subletting assets of the Company or any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Restricted Subsidiary of the Company in any manner material to the Company or such Restricted Subsidiary; (xvi) encumbrances or restrictions imposed pursuant to an agreement which has been entered into for by indentures or other similar instruments governing other Indebtedness Incurred by the sale Company or disposition any Restricted Subsidiary of Capital Stock or assets the Company (and if such Indebtedness is guaranteed, by the guarantors of such Subsidiary; Indebtedness) ranking equally with the Loans and the Exchange Notes (H) or any encumbrance guarantee), provided that the encumbrances or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred restrictions imposed by such Foreign Subsidiary which is permitted hereunderother indentures or instruments are not materially more restrictive taken as a whole than the encumbrances or restrictions imposed by this Agreement; provided, that and (xvii) encumbrances or restrictions imposed by Credit Facilities (other than the Company determines in good faith Senior Secured Credit Facilities); provided that the provisions relating to such encumbrance encumbrances or restriction restrictions contained in such Credit Facilities are no less favorable to the Company in any material respects (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) than the provisions relating to such encumbrances or restrictions contained in the Senior Secured Credit Facilities as in effect on the Closing Date and as amended or modified, so long as such amendment or modification is not materially more restrictive, taken as a whole, as at the time any of execution of such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock amendment or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereundermodification.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company to Huntsman International or any other Restricted Subsidiary Subsidiary; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rules, regulations and/or orders; (2) this Indenture (including, without limitation, any Liens permitted hereunder); (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company may, and may permit or any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred StockCompany; (B4) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction agreements existing at the time of any such agreement is entered into (i) are customary in similar agreements entered into by Persons merger or consolidation with any Person, acquisition of a comparable size and credit worthiness to any Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock properties or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which assets of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary(including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquired or any other Subsidiary of such Person; (D5) pursuant agreements existing on the Issue Date to an agreement effecting a renewalthe extent and in the manner such agreements are in effect on such date and any amendments, refunding modifications, restatements, renewals, increases, supplements, refundings, replacements or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D)refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined by the provisions Board of Managers of the Company in their reasonable and good faith judgment) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such renewal, refunding agreements or extension instruments as in effect on the Issue Date; (6) restrictions imposed by any agreement relating to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such encumbrance Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or restriction are not, other deposits or net worth imposed by customers under contracts entered into in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Companyordinary course of business; (E11) any Credit Facility; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in the case of clause (iii) above, restrictions contained in any mortgageCapitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of the Company or a Restricted Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreementmortgages; (F14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the case of clause (iiirespective joint venture or similar entity or the equity interests therein) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contractbusiness; (G15) any restriction with respect contracts entered into in the ordinary course of business, not relating to a Subsidiary Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company imposed or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement which has been entered into for the sale referred to in clause (2), (4), (5), (8), (11), (12) or disposition of Capital Stock or assets of such Subsidiary; (H13) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunderabove; provided, that the Company determines in good faith however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Indebtedness are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and (ii) could not reasonably be expected good faith judgment than the provisions relating to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which by its terms permits payments contained in agreements referred to the Company to the extent needed to pay dividends on any Dividend Payment Date in such clause (2), (4), (5), (8), (11), (12) or as otherwise required hereunder(13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by to the Company or any of its Subsidiaries, or with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary; Subsidiaries; (ii2) to make loans or advances to the Company or any other of its Restricted SubsidiarySubsidiaries; or or (iii3) to transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Subsidiaries. (b) Notwithstanding the foregoing, the Company may, preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement the Credit Facilities in effect on June 1, 2003 and other customary encumbrances and restrictions existing on or after the Issuance Date of the Series A1 Redeemable Preferred Stockdate hereof that are not more restrictive in any material respect, the Series B1 Redeemable Preferred Stock taken as a whole, with respect to such dividend and the Series C1 Redeemable Preferred Stock; other payment restrictions than those contained in such agreements on June 1, 2003 (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines application of such restrictions and encumbrances to additional Restricted Subsidiaries not subject thereto on June 1, 2003 shall not be deemed to make such restrictions and encumbrances more restrictive); (2) the Indenture and the Notes and other customary encumbrances and restrictions existing in good faith indentures and notes after the date hereof that the provisions relating are not more restrictive, in any material respect, taken as a whole, with respect to such encumbrance dividend and other payment restrictions than those contained in the Indenture; (3) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities); (4) any instrument governing Indebtedness or restriction Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time any of such agreement is entered into acquisition (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness except to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments extent such Indebtedness or Capital Stock was incurred in connection with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which in contemplation of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition), which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in Person, or the agreement property or assets of the subject thereofPerson, as determined in good faith by the Companyso acquired; (E) provided that, in the case of clause (iii) aboveIndebtedness, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing such Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise was permitted hereunder, but only to by the extent such restrictions restrict the transfer terms of the property or asset subject Indenture to such mortgage, security or lease agreement; be incurred; (F5) customary non-assignment provisions in the case of clause (iii) above, customary nonassignment provisions leases entered into in the ordinary course of business and consistent with past practice practices; (6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in leases and other contracts to the extent such provisions restrict ordinary course of business that impose restrictions on that property of the transfer or subletting nature described in clause (3) of any such lease or the assignment paragraph (a) of rights under such contract; this Section 3.06; (G7) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or other disposition of Capital Stock a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assets of such Subsidiaryother disposition; (8) Permitted Refinancing Indebtedness; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, provided that the Company determines restrictions contained in good faith that the agreements governing such Permitted Refinancing Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions relating of Section 3.05 hereof that limit the right of the debtor to dispose of the assets subject to such encumbrance or restriction at the time any such agreement is entered into Liens; (i10) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments provisions with respect to the Redeemable Preferred Stock disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; provided that such restrictions apply only to the assets or property subject to such joint venture or similar agreement or to redeem the Redeemable Preferred Stock assets or property being sold, as the case may be; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (2) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) this Indenture or the indenture governing the Second Lien Notes or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in this Indenture or the Second Lien Notes indenture, taken as a whole; (c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company may, and may permit or any Restricted Subsidiary toof the Company, create or otherwise cause the properties or suffer to become effective assets of any such encumbrance Person, other than the Person or restriction the properties or assets of the Person so acquired; provided, however, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; (e) agreements existing on the Issue Date; (f) the Senior Credit Facilities or any A/R Facility; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (i) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (j) agreements governing Indebtedness permitted to be Incurred pursuant to any agreement Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are not materially less favorable to the Company as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facilities as in effect on the Issuance Date Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of the Series A1 Redeemable Preferred StockIndebtedness issued, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility assumed or Indebtedness Incurred pursuant to an agreement referred to in clause (iiib), (d), (e) or (ivf) of the definition of "Permitted Indebtedness"above; provided that the Company determines in good faith provided, however, that the provisions relating to such encumbrance or restriction at the time contained in any such refinancing, replacement or substitution agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness no less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive Holders in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case Board of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary Directors of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that than the provisions relating to such encumbrance or restriction at the time any contained in agreements referred to in such agreement is entered into clause (ib), (d), (e) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderf).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or suffer to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or make distributions on Capital Stock), or pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary; Subsidiaries; (ii2) to make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or or (iii3) to transfer any of its property properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. Notwithstanding the foregoingHowever, the Company maypreceding restrictions of this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Capital Stock and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement Credit Facilities as in effect on the Issuance Original Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Series A1 Redeemable Preferred Stockthose agreements; provided, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in the applicable agreements or instruments on the Original Issue Date as determined in good faith that by the provisions relating to such encumbrance Company; (2) this Indenture, the Notes and the Subsidiary Guarantees; (3) Applicable Law, rule, regulation, order, approval, license, permit or restriction similar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition, which encumbrance or restriction is not applicable to any other 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, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided, further, that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of such acquisition as determined in good faith by the Company; (D5) pursuant to an agreement effecting a renewalcustomary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) Capital Lease Obligations or purchase money obligations, refunding or extension in each case for property acquired in the ordinary course of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to business that impose restrictions on that property of the nature described in clause (A), 3) of the preceding paragraph; (B7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions and/or transfers of properties and assets by that Restricted Subsidiary pending its sale or other disposition; (C) above or this clause (D), 8) Permitted Refinancing Indebtedness; provided that the provisions restrictions contained in the agreements governing such renewalPermitted Refinancing Indebtedness are not materially more restrictive, refunding taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Company; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or extension agreement distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered into (a) in the ordinary course of business or (b) with the Company’s approval by its Board of Directors, which limitation is applicable only to property or Capital Stock that are subject to such agreements; (11) 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 business; (12) restrictions on the sale, lease or transfer of property or assets arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and the Restricted Subsidiaries taken as a whole; (13) Hedging Obligations permitted to be incurred under Section 4.09 hereof; (14) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) 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 (b) the Company determines that any such encumbrance or restriction are not, in will not materially affect the aggregate, more restrictive in any material respect than Company’s ability to make principal or interest payments on the provisions contained in the agreement the subject thereofNotes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (E15) in the case of clause (iii) above, encumbrances or restrictions contained in any mortgageagreements governing Indebtedness, security Disqualified Stock, or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunderpreferred stock, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageas applicable, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement which has been entered into for subsequent to the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction Issue Date in accordance with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; providedSection 4.09, that the Company determines in good faith provided that the provisions relating to such encumbrance or restriction at contained in such Indebtedness, Disqualified Stock or preferred stock, as the time any such agreement is entered into (i) case may be, are customary in similar agreement entered into by persons of a comparable size and credit worthiness not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of the Company in good faith, than the provisions contained in the Credit Agreement and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock in this Indenture as in effect on the Maturity Redemption Issue Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (iA) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries; (B) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted SubsidiarySubsidiaries; or (iiC) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding the foregoingSubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (1) applicable laws, rules and regulations; (2) any provisions of this Indenture, the Company may, 2008 Indenture or the 0000 Xxxxxxxxx; (3) customary provisions of any contract or lease (other than a capital lease or a lease in a sale and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (Aleaseback transaction) pursuant to any agreement in effect on the Issuance Date governing a leasehold interest of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company or any of its Restricted Subsidiaries; (B4) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction agreements existing at the time of acquisition of any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary assets of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the properties assets or Capital Stock of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on such date; (6) restrictions imposed by any agreement to sell assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or permitted under this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement Indenture relating to such encumbrance assets pending the closing of such sale; (7) Indebtedness or restriction are not, other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (8) Liens incurred in accordance with Section 4.15; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregate, more restrictive ordinary course of business; (10) the Credit Agreement as in effect on the Issue Date; (11) any material respect than the provisions contained restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in the agreement the subject thereof, as determined compliance with Section 4.08; (12) customary restrictions in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgageCapitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of a Subsidiary the Company or relating to property or assets any of a Subsidiary otherwise permitted hereunder, but only its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreement; mortgages; (F13) customary provisions in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases joint venture agreements and other contracts similar agreements, in each case relating solely to the extent such provisions restrict the transfer respective joint venture or subletting of any such lease similar entity or the assignment of rights under such contractequity interests therein; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.this clause

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its Recourse Subsidiaries to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation Debt owed to the Company or any other Restricted Subsidiary; of its Subsidiaries, (iib) to make loans or advances to to, or Issue any Guarantee for the benefit of, the Company or any other Restricted Subsidiary; or of its Subsidiaries, (iiic) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create of its Subsidiaries or otherwise cause (d) incur or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement exist Liens in effect on the Issuance Date favor of the Series A1 Redeemable Preferred StockHolders, except for such encumbrances or restrictions existing under or by reason of the Series B1 Redeemable Preferred Stock following: (1) applicable law; (2) the Indenture and the Series C1 Redeemable Preferred Stock; indenture governing the New Money Notes; (B3) pursuant to the terms customary provisions restricting subletting or assignment of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility lease or Indebtedness Incurred pursuant to clause license or other commercial agreement; (iii4) or (iv) any instrument governing Acquired Debt of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Person; (D) pursuant to an agreement effecting a renewalthan such Person and its Subsidiaries, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise such Person and its Subsidiaries, so acquired; (5) Liens specifically permitted hereunderby Section 4.14; provided that such Liens and the terms governing such Liens do not, but only directly or indirectly, restrict the Company or its Subsidiaries from granting other Liens, except as to the extent such restrictions restrict the transfer of the property or asset assets subject to such mortgage, security Liens; (6) the Credit Agreement or lease agreementother Debt existing on the Issue Date and any Refinancing of the Credit Agreement or any such other Debt; (F) in provided that the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases terms and other contracts to the extent such provisions restrict the transfer or subletting conditions of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement Refinancing agreements relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into terms described under clauses (ia)-(d) above are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company and its Subsidiaries than those contained in the agreements governing the Debt being Refinanced; (7) covenants contained in agreements governing Debt of BMCA Subsidiaries; provided, however, that such covenants shall not prohibit the BMCA Subsidiaries from, directly or indirectly, paying dividends or making loans or advances to the Company in an aggregate amount less than the positive difference, if any, between (i) the sum of (A) $25,000,000 and (B) 50% of the cumulative Consolidated Net Income (or minus 100% of the Consolidated Net Loss) of BMCA for the period beginning on the first day of the fiscal quarter during which such Debt was issued, and (ii) could the aggregate amount of Restricted Payments and Restricted Investments made by BMCA Subsidiaries since such date; and (8) covenants contained in agreements governing Debt of ISP Subsidiaries; provided, however, that such covenants shall not reasonably be expected to materially adversely affect prohibit the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock ISP Subsidiaries from, directly or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; indirectly, paying dividends or (I) any encumbrance making loans or restriction which by its terms permits payments advances to the Company to in an aggregate amount less than the extent needed to pay dividends positive difference, if any, between (i) the sum of (A) $25,000,000 and (B) 50% of the cumulative Consolidated Net Income (or minus 100% of the Consolidated Net Loss) of ISP for the period beginning on any Dividend Payment Date or as otherwise required hereunderthe first day of the fiscal quarter during which such Debt was issued, and (ii) the aggregate amount of Restricted Payments and Restricted Investments made by ISP Subsidiaries since such date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (2) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) this Indenture or the Senior Subordinated Credit Agreement or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in this Indenture or the Senior Subordinated Credit Agreement, taken as a whole; (c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company may, and may permit or any Restricted Subsidiary toof the Company, create or otherwise cause the properties or suffer to become effective assets of any such encumbrance Person, other than the Person or restriction the properties or assets of the Person so acquired; PROVIDED, HOWEVER, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; (e) agreements existing on the Issue Date; (f) the Senior Credit Facility or the A/R Facility; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (i) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; PROVIDED that such restrictions apply only to such Receivables Entity; (j) agreements governing Indebtedness permitted to be Incurred pursuant to any agreement Section 4.9, PROVIDED that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are not materially less favorable to the Company as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issuance Date Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of the Series A1 Redeemable Preferred StockIndebtedness issued, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility assumed or Indebtedness Incurred pursuant to an agreement referred to in clause (iiib), (d), (e) or (ivf) of the definition of "Permitted Indebtedness"above; provided that the Company determines in good faith PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction at the time contained in any such refinancing, replacement or substitution agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness no less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive Holders in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case Board of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary Directors of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that than the provisions relating to such encumbrance or restriction at the time any contained in agreements referred to in such agreement is entered into clause (ib), (d), (e) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderf).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (iA) to pay dividends (in cash or otherwise) or make any other distributions in respect of distribution on its Capital Stock owned by the Company or any other Restricted Subsidiary interest or participation in or measured by its profits, (B) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; , (iiC) to make loans or advances to any Investment in the Company or any other Restricted Subsidiary; Subsidiary or (iiiD) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoingHowever, the Company may, and may permit this covenant will not prohibit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A1) pursuant to any an agreement in effect on the Issuance Date date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Series A1 Redeemable Preferred StockCompany on the date of this Indenture, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction existence at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became becomes a Restricted Subsidiary of the Company and outstanding on not incurred in connection with, or in contemplation of, such date and not created in anticipation of Person becoming a Restricted Subsidiary, which encumbrance or restriction is provided that such encumbrances and restrictions are not applicable to the Company or any other Person Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other Personthan such Subsidiary which is becoming a Restricted Subsidiary; (D3) pursuant to an any agreement effecting of a renewal, refunding or extension of Guarantor governing any Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in permitted by clause (Ai) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of, or used to finance, such Indebtedness; (4) contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation transaction; (5) under any agreement related to a Non-Recourse Real Estate Subsidiary which is only related to the assets held by such Non-Recourse Real Estate Subsidiary; and (6) under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (5), (B) or (C) above or in this clause (D6), provided that the provisions contained in terms and conditions of any such renewal, refunding encumbrances or extension agreement relating to such encumbrance or restriction restrictions are not, in the aggregate, no more restrictive in any material respect than the provisions contained in those under or pursuant to the agreement evidencing the subject thereofIndebtedness so extended, as determined in good faith by the Company; (E) in the case of clause (iii) aboverenewed, restrictions contained in any mortgage, security refinanced or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company; or (iic) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on Company, except for such date and not created in anticipation encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of becoming any contract or lease governing a Subsidiaryleasehold or ownership interest of any Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired or relating to any other Personproperty acquired by the Company or any of its Subsidiaries after the Initial Issue Date; provided that such encumbrance or restriction exists at the time such property is acquired, relates only to the property which is acquired and was not incurred in connection with, or in anticipation or contemplation of, such acquisition; (D5) pursuant to the Credit Agreement; (6) an agreement effecting a renewalgoverning Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Indebtedness Incurred or Preferred Stock issued incurred pursuant to an agreement referred to in clause (A), (B2) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii4) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into Indebtedness are no less favorable to the Company in any material respect than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (i2) are customary or (4); (7) contractual provisions contained in charter documents, limited liability agreements, partnership agreements, operating agreements or similar agreement organizational documents of Subsidiaries of the Company in existence on the Initial Issue Date, and similar provisions entered into by persons Subsidiaries of a comparable size and credit worthiness the Company thereafter in the ordinary course of business; provided, however, that such provisions are no less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect or any Subsidiary in any material respect than the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock provisions in existence on the Maturity Redemption Initial Issue Date; or (8) agreements restricting the sale or (I) other disposition of any encumbrance or restriction property securing Indebtedness which by its terms permits payments to the Company to the extent needed to pay dividends constitutes a Permitted Lien on any Dividend Payment Date or as otherwise required hereundersuch property.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by Stock; (2) make loans or advances, or pay any Indebtedness or other obligation owed, to the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to of the Company or any other Restricted SubsidiaryCompany; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) this Indenture and the Company maySecurities; (c) any agreement governing Acquired Indebtedness, and may permit which encumbrance or restriction shall not apply to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person, so acquired; (d) the Credit Facility; (e) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary toof the Company; (f) agreements existing on the Issue Date, create or otherwise cause or suffer to become effective any the extent and in the manner such encumbrance or restriction (A) pursuant to any agreement agreements are in effect on the Issuance Date Issue Date; (g) Liens permitted to be incurred pursuant to Section 4.18; (h) any contract for the sale of specified assets, including, without limitation, any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered for the sale or disposition of all or substantially all of the Series A1 Redeemable Preferred StockCapital Stock or assets of such Restricted Subsidiary, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to be consummated in accordance with the terms of this Indenture, pending the closing of such sale or disposition; provided that any Credit Facilitysuch restriction relates solely to the Capital Stock or assets that are the subject of such agreement; (i) any agreement governing Indebtedness incurred to Refinance the Indebtedness issued, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility assumed or Indebtedness Incurred incurred pursuant to clause an agreement referred to in clauses (iiib), (c), (d) or (ivf) of the definition of "Permitted Indebtedness"above; provided that the Company determines in good faith provided, however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Indebtedness are customary in similar agreements entered into not materially more restrictive as determined by Persons the Board of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary Directors of the Company in their reasonable and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) abovejudgment, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that than the provisions relating to such encumbrance or restriction at the time any contained in agreements referred to in such agreement is entered into clause (ib), (c), (d) are customary in similar agreement entered into by persons or (f); and (j) Indebtedness or other contractual requirements of a comparable size and credit worthiness Securitization Entity in connection with a Qualified Securitization Transaction or the charter documents of such Securiti- zation Entity; provided that, in any case, such restrictions apply only to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereundersuch Securitization Entity.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by the Company Stock, (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary of the Company or (c) transfer any other Restricted Subsidiaryof its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (ii2) to make loans the Indenture, the Senior Subordinated Indenture or advances the 9 3/4% Note Indenture; (3) customary nonassignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any other Restricted Subsidiary; Subsidiary of the Company, or (iii) to transfer any of its property the properties or assets to of the Company or any Restricted Subsidiary of the Company, other Restricted Subsidiary. Notwithstanding than the foregoingPerson, the Company mayproperties or assets so acquired; (5) agreements existing on the Issue Date; (6) any Trade Receivable Facility; (7) customary nonassignment provisions in contracts entered into in the ordinary course of business, and may permit any (8) Indebtedness of a Restricted Subsidiary topermitted to be incurred under the Indenture; or (9) an agreement effecting a refinancing, create modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or otherwise cause resale of Indebtedness issued, assumed or suffer to become effective any such encumbrance or restriction (A) incurred pursuant to any an agreement referred to in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii2), (4), (5), (6) or (iv) of the definition of "Permitted Indebtedness"8) above; provided that the Company determines in good faith provided, however, that the provisions relating to such encumbrance or restriction at the time contained in any such refinancing, replacement or substitution agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness not less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any other Person or as the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewalcase may be, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer reasonable judgment of the property or asset subject to such mortgage, security or lease agreement; (F) in the case Board of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary Directors of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that than the provisions relating to such encumbrance or restriction at the time any contained in agreements referred to in such agreement is entered into clause (i2), (4), (5), (6) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder8).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, assume, suffer or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; Subsidiary of the Company; (iic) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company; or (d) in the case of any Domestic Subsidiary, become a Guarantor. Notwithstanding the foregoingHowever, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulation or order; (ii) the Indenture, the Notes, the guarantees and the Exchange Notes; (iii) the Credit Agreement or any Foreign Subsidiary Credit Agreement; (iv) non-assignment provisions of any contract or any lease governing a leasehold interest of the Company may, and may permit or any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company; (Bv) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted instrument governing Acquired Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and which existed at the time of acquisition and were not put in place in connection with or in anticipation of such acquisition; (vi) other agreements in effect on the Issue Date and set forth on Schedule 1 attached hereto; (vii) agreements governing Senior Indebtedness or Guarantor Senior Indebtedness permitted to be incurred under the Indenture; provided that provisions relating to such encumbrances or restrictions are no more restrictive, taken as a whole, than those provisions contained in the Credit Agreement on the Issue Date; (viii) agreements governing Purchase Money Indebtedness (including Capitalized Lease Obligations) for property acquired in the ordinary course of business and consistent with industry practice that impose restrictions on that property of the nature described in clause (c) above; (ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to the Liens; (x) provisions with respect to the disposition or distributions of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or on Capital Stock in any joint venture agreement; (xi) restrictions on cash or other Person; deposits or the maintenance of a minimum net worth imposed by customers under contracts or net worth provisions contained in leases and other agreements, or required by insurance, surety or bonding companies, entered into in the ordinary course of business; (Dxii) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement effecting entered into for the sale or disposition of all or substantially all of Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restrictions apply solely to the Capital Stock or assets of the Restricted Subsidiary that is being sold; (xiii) restrictions arising in connection with a renewalQualified Securitization Transaction (including limitations set forth in the governing documents of a Special Purpose Vehicle); (xiv) customary restrictions under mortgage or construction financing or development agreements; and (xv) agreements governing Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Indebtedness Incurred or Preferred Stock issued incurred pursuant to an agreement referred to in clause (Aii), (Biii) or (Cv) above or this clause any agreement amending, supplementing or replacing any agreement referred to in clauses (D), provided that the provisions contained in such renewal, refunding vi) or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iiivii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect , such Restricted Subsidiary or to the Redeemable Preferred Stock or Holders as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which by its terms permits payments to contained in the Company to original agreement on the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderIssue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; , (ii2) to make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary; Subsidiary or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create except for such encumbrances or otherwise cause restrictions existing under or suffer to become effective any such encumbrance or restriction by reason of: (A) pursuant to the U.S. Credit Agreement, or any other agreement of the Company or any of the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issuance Date of the Series A1 Redeemable Preferred StockIssue Date, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any amendments, restatements, renewals, replacements or refinancings thereof, and any other Credit Facility; provided, Currency Agreementhowever, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryamendment, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a restatement, renewal, refunding replacement or extension of Indebtedness Incurred refinancing or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in other such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, Credit Facility is no more restrictive in the aggregate, more restrictive aggregate in any material respect with respect to such encumbrances or restrictions than the provisions those contained in the agreement being amended, restated, renewed, replaced or refinanced or the subject thereofU.S. Credit Agreement in effect on the Issue Date, as determined in good faith the case may be; (B) any applicable law or any rule, regulation or order of any governmental authority; (C) any instrument of an Acquired Person acquired by the CompanyCompany or any Restricted Subsidiary after the Issue Date as in effect at the time of such acquisition and not entered into by such Acquired Person in connection with, as a result of or in contemplation of such acquisition; (E) in provided, however, that such encumbrances and restrictions are not applicable to the case of clause (iii) above, restrictions contained in Company or any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Restricted Subsidiary or relating to property or the assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for or any Restricted Subsidiary other than the sale Acquired Person or disposition of Capital Stock or the assets of such Subsidiary; the Acquired Person; (HD) any encumbrance customary non-assignment provisions in leases, licenses or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.contracts;

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by Stock; (2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except, in each case, for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) this Indenture, the Company mayNotes and any Guarantees; (c) customary non-assignment provisions of any contract or any lease, and may permit license or sublicense governing a leasehold interest of any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company; (Bd) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted instrument governing Acquired Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of any other Person; the Person so acquired; (De) pursuant agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (f) the Bank Facility, an agreement effecting governing other Pari Passu Indebtedness permitted to be incurred under this Indenture, including a renewalQualified Securitization Financing, refunding or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of this Indenture; provided that, with respect to any agreement governing such other Pari Passu Indebtedness or extension other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case of such other Pari Passu Indebtedness, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case, as in effect on the Issue Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; (j) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (k) any amendment to or Refinancing of the Indebtedness Incurred issued, assumed or Preferred Stock issued incurred pursuant to an agreement referred to in clause clauses (Ab), (B) or (C) above or this clause (Dd), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (Ee) in the case of clause and (iiif) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith provided that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) agreement, taken as a whole, are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and (ii) could not reasonably be expected good faith judgment than the provisions relating to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which contained in agreements referred to in such clauses (b), (d), (e) and (f); (l) customary restrictions on leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby; (m) restrictions imposed on cash or other deposits or net worth imposed by its terms permits payments customers or required by insurance, surety or bonding companies, in each case, entered into in the ordinary course of business; and (n) encumbrances and restrictions applicable only to Restricted Subsidiaries of the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderthat are not Domestic Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company Company; (2) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company Company, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) this Indenture, the Notes and outstanding on such date the Note Guarantees (and not created in anticipation any Exchange Notes and guarantees thereof), the Security Agreement and the Senior Security Agreement; (c) customary non-assignment provisions of becoming any contract or any lease governing a Subsidiaryleasehold interest of any Subsidiary of the Company; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (f) provisions of any agreement governing Indebtedness incurred in accordance with this Indenture that impose such encumbrances or restrictions upon the occurrence of a default or failure to meet financial covenants or conditions under the agreement; (g) restrictions on the transfer of assets (other Person; than cash) held in a Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; (Dh) pursuant provisions of any agreement governing Indebtedness incurred in accordance with this Indenture that require a Subsidiary to service its debt obligations before making dividends, distributions or advancements in respect of its Capital Stock; (i) an agreement effecting a renewalgoverning Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Indebtedness Incurred or Preferred Stock issued incurred pursuant to an agreement referred to in clause (Ab), (Bd) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iiie) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Indebtedness are customary in similar agreement entered into by persons of a comparable size and credit worthiness not materially less favorable to the Company as determined by the Board of Directors of the Company in their reasonable and (ii) could not reasonably be expected good faith judgment than the provisions relating to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which by its terms permits payments contained in agreements referred to the Company to the extent needed to pay dividends on any Dividend Payment Date in such clause (b), (d) or as otherwise required hereunder(e).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Issuer may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company Issuer or any other Restricted Subsidiary or pay any Indebtedness Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary; (ii) to make loans or advances to the Company Issuer or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company Issuer may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective exist any such encumbrance or restriction restriction: (A1) pursuant to this Indenture or any agreement in effect on the Issuance Date Closing Date, and any amendments, extensions, refinancings, refundings, renewals, restatements or replacements of the Series A1 Redeemable Preferred Stocksuch agreements, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines amendments, encumbrances and restrictions in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) extensions, refinancings, renewals, restatements or replacements are customary no less favorable in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with any material respect to the Redeemable Preferred Stock Holders, than those encumbrances or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; restrictions that are then in effect and that are being extended, refinanced, renewed, restated or replaced; (C2) existing under or by reason of applicable law; (3) existing or arising in connection with any Permitted Senior Secured Debt or any Acquisition Debt; (4) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary entered into in connection with Debt Incurred under clause (4) of the Company and outstanding on such date and not created in anticipation second paragraph of becoming a SubsidiarySection 1008; provided, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any other Person; (D) pursuant to an agreement effecting a renewalhowever, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating related to such encumbrance or restriction are not, in the aggregate, no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof, as determined in good faith by of the Company; refinancing; (E5) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to a Lien on any property or assets of a Subsidiary or the Issuer otherwise permitted hereunderunder this Indenture, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; Lien; (F6) in the case of clause (iii) above, pursuant to customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases leases, licenses and other contracts to the extent such provisions restrict the transfer transfer, sublicensing or any such license or subletting of any such lease or the assignment of rights under any such contract; ; (G7) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice, or both, would constitute an Event of Default, that such restriction terminates if such transaction is closed or abandoned and that the closing or abandonment of such transaction occurs within one year of the date such agreement was entered into; (H8) imposed pursuant to contracts for the sale of assets with respect to the transfer of the assets to be sold pursuant to such contract; (9) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually, or in the aggregate, detract from the value of property or assets of the Issuer or any Subsidiary in any manner material to the Issuer or any Subsidiary; or (10) if such encumbrance or restriction is contained in the terms of any agreement entered into in connection with the Incurrence of Debt if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a Foreign Subsidiary pursuant financial covenant contained in such Debt or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which the Holders of the Securities than is permitted hereunder; providedcustomary in comparable financings, and (C) the Issuer determines that the Company determines in good faith that the provisions relating to any such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could will not reasonably be expected to materially adversely affect the CompanyIssuer's ability to make required cash dividend principal or interest payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries (other than Non-Recourse Subsidiaries) to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation Debt owed to the Company or any other Restricted Subsidiary; of its Subsidiaries, (iib) to make loans or advances to the Company or any other Restricted Subsidiary; or of its Subsidiaries, (iiic) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause (d) incur or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement exist Liens in effect on the Issuance Date favor of the Series A1 Redeemable Preferred StockHolders, except for such encumbrances or restrictions existing under or by reason of any of the Series B1 Redeemable Preferred Stock following: (1) applicable law; (2) this Indenture and the Series C1 Redeemable Preferred Stock; indentures governing the Other Senior Notes; (B3) pursuant to the terms customary provisions restricting subletting or assignment of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility lease or Indebtedness Incurred pursuant to clause license or other commercial agreement; (iii4) or (iv) any instrument governing Acquired Debt of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Person; (D) pursuant to an agreement effecting a renewalthan such Person and its Subsidiaries, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise such Person and its Subsidiaries, so acquired; (5) the Liens specifically permitted hereunderby Section 4.11; PROVIDED that such Liens and the terms governing such Liens do not, but only directly or indirectly, restrict the Company or its Subsidiaries from granting other Liens, except as to the extent such restrictions restrict the transfer of the property or asset assets subject to such mortgage, security Liens; (6) the Credit Agreement or lease agreementother Debt existing on the Issue Date; and (F7) in any Refinancing of the case of clause (iii) above, customary nonassignment provisions entered into in Credit Agreement or any such other Debt existing on the ordinary course of business consistent with past practice in leases Issue Date; PROVIDED that the terms and other contracts to the extent such provisions restrict the transfer or subletting conditions of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement Refinancing agreements relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines terms described in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into paragraphs (ia)-(d) above are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company and (ii) could not reasonably be expected to materially adversely affect than those contained in the Company's ability to make required cash dividend payments with respect to agreements governing the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderDebt being Refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or pay any Indebtedness or other obligation owed to other (1) applicable law; (2) this Supplemental Indenture; (3) the Company Credit Agreement; (4) nonassignment provisions of any contract or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms lease governing a leasehold interest of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryCompany; (5) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (6) agreements existing on the Base Date to the extent and in the manner such agreements were in effect on the Base Date; (7) restrictions on the transfer of assets subject to any other PersonLien permitted under this Supplemental Indenture to secure Non-Recourse Indebtedness imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets permitted under this Supplemental Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; or (D10) pursuant to an agreement effecting a renewalgoverning Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Indebtedness Incurred or Preferred Stock issued incurred pursuant to an agreement referred to in clause (A2), (B3), (5) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii6) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Indebtedness incurred to Refinance the Indebtedness are customary in similar agreement entered into by persons of a comparable size and credit worthiness not less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and (ii) could not reasonably be expected good faith judgment than the provisions relating to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which by its terms permits payments contained in agreements referred to the Company to the extent needed to pay dividends on any Dividend Payment Date in such clause (2), (3), (5) or as otherwise required hereunder(6), respectively.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any -104- other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective exist any such encumbrance or restriction (Aa) pursuant to any agreement in effect on the Issuance Date date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stockthis Indenture; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (Cb) pursuant to an agreement existing prior relating to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryany Acquired Debt, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Personthan the Person so acquired; (Dc) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (Ba) or (Cb) above or this clause (D)above, provided provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, no more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (Ed) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating leaseCapital Lease Obligation) securing Indebtedness Debt of a Subsidiary the Company or relating to property or assets of a Subsidiary otherwise permitted hereunderunder this Indenture, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (Fe) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contractagreements; (Gf) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (Hg) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunderapplicable law; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (iih) could not reasonably be expected pursuant to materially adversely affect this Indenture and the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (iA) to pay dividends (in cash or otherwise) or make any other distributions in respect of distribution on its Capital Stock owned by the Company or any other Restricted Subsidiary interest or participation in or measured by its profits, (B) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; , (iiC) to make loans or advances to any Investment in the Company or any other Restricted Subsidiary; Subsidiary or (iiiD) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoingHowever, the Company may, and may permit this covenant will not prohibit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A1) pursuant to any an agreement in effect on the Issuance Date date hereof; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Series A1 Redeemable Preferred StockCompany on the date of this Indenture, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction existence at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became becomes a Restricted Subsidiary of the Company and outstanding on not incurred in connection with, or in contemplation of, such date and not created in anticipation of Person becoming a Restricted Subsidiary, which encumbrance or restriction is ; provided that such encumbrances and restrictions are not applicable to the Company or any other Person Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other Personthan such Subsidiary which is becoming a Restricted Subsidiary; (D3) pursuant to an any agreement effecting of a renewal, refunding or extension of Guarantor governing any Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in permitted by clause (A), i) of the definition of Permitted Indebtedness; (B4) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding any Acquired Indebtedness or extension other agreement relating of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries so long as such encumbrance or restriction are notwas not entered into in contemplation of the acquisition, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Companymerger or consolidation transaction; (E5) in the case of clause (iii) above, restrictions contained in any mortgage, security on cash or lease agreement (including a capital other deposits or operating lease) securing Indebtedness of a Subsidiary net worth imposed by customers or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions sureties under contracts entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contractbusiness; (G6) any restriction pursuant to contracts for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (H7) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture; (8) pursuant to this Indenture, the Notes and the Guarantees, (9) pursuant to Purchase Money Obligations and Capital Lease Obligations otherwise permitted under this Indenture; and (10) under any agreement relating to Indebtedness that extends, renews, refinances or Liens Incurred by such Foreign Subsidiary which is permitted hereunderreplaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (9), or in this clause (10); provided, provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time terms and conditions of any such agreement is entered into (i) encumbrances or restrictions are customary no more restrictive in similar agreement entered into by persons of a comparable size and credit worthiness any material respect than those under or pursuant to the Company and (ii) could not reasonably be expected to materially adversely affect agreement evidencing the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock Indebtedness so extended, renewed, refinanced or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions distribution on or in respect of its Capital Stock owned by (it being understood that the Company priority of any Preferred Stock in receiving dividends or any other Restricted Subsidiary liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulation, order, grant or governmental permit; (ii) this Indenture, the Company mayExisting Compass Minerals Indenture and the Existing Compass Minerals Notes and the guarantees thereof; (iii) the Credit Agreement; (iv) customary non-assignment provisions of any contract, and may permit license or any lease of any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company; (Bv) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted instrument governing Acquired Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of any other Person; the Person so acquired; (Dvi) pursuant to an agreement effecting a renewal, refunding agreements existing or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that entered into on the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only Issue Date to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) and in the case of clause manner such agreements are in effect on the Issue Date; (iiivii) above, customary nonassignment provisions entered into purchase money obligations for property acquired in the ordinary course of business consistent with past practice or Capitalized Lease Obligations that impose restrictions of the nature discussed in leases and other clause (c) above on the property so acquired; (viii) contracts to for the extent such provisions restrict the transfer or subletting sale of any such lease or the assignment of rights under such contract; (G) any restriction assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; ; (Hix) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.4 and 4.15 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (x) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xi) customary net worth and restrictions on transfer, assignment or subletting provisions contained in leases and other agreements entered into by the Company or any Restricted Subsidiary; (xii) any encumbrance restriction in any agreement or restriction with respect instrument of a Receivables Subsidiary governing a Qualified Receivables Transaction; (xiii) any agreement governing Indebtedness incurred to a Foreign Subsidiary Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement relating referred to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunderin clauses (i) through (xii) above; providedPROVIDED, that the Company determines in good faith HOWEVER, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Indebtedness, taken as a whole, are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses; or (iixiv) could not reasonably any agreement governing Indebtedness permitted to be expected incurred pursuant to materially adversely affect Section 4.4; PROVIDED that either (y) the Company's ability provisions relating to make required cash dividend payments with respect such encumbrance or restriction contained in such Indebtedness, taken as a whole, are no less favorable to the Redeemable Preferred Stock Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Credit Agreement, the Existing Compass Minerals Indenture or to redeem the Redeemable Preferred Stock in this Indenture, in each case, as in effect on the Maturity Redemption Date; Issue Date or (Iz) any encumbrance or restriction which contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by its terms permits payments to the Board of Directors of the Company in its reasonable and good faith judgment, to make scheduled payments of cash interest on the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of its Subsidiaries to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect permitted by applicable law on any Equity Interests of its Capital Stock such Subsidiary owned by the Company any Borrower or any other Restricted Subsidiary or of its Subsidiaries, (b) pay any Indebtedness or other obligation owed to the Company any Borrower or any other Restricted Subsidiary; of its Subsidiaries, (iic) to make loans or advances to the Company any Borrower or any other Restricted Subsidiary; of its Subsidiaries, or (iiid) to transfer any of its property or assets to the Company any Borrower or any other Restricted Subsidiary. Notwithstanding of its Subsidiaries, other than: (i) encumbrances and restrictions existing on the foregoing, Effective Date and set forth on Schedule 6.5 incurred in connection with obligations existing on the Company may, and may permit Effective Date or any Restricted Subsidiary to, create extension or otherwise cause refinancing thereof (excluding any amendment or suffer to become effective modification expanding the scope of any such encumbrance or restriction restriction); (Aii) pursuant encumbrances and restrictions existing with respect to any agreement Person or the property or assets of such Person acquired by any Borrower or any of its Subsidiaries, existing at the time of such acquisition and not incurred in effect contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the subsidiary that is to be sold and such sale is permitted hereunder; (iv) customary restrictions on the Issuance Date subletting, assignment or transfer of the Series A1 Redeemable Preferred Stockany property or asset that is a lease, the Series B1 Redeemable Preferred Stock license, conveyance or contract or similar property or asset; and (v) encumbrances and the Series C1 Redeemable Preferred Stock; (B) pursuant to restrictions contained in the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility Indebtedness incurred in accordance with Section 6.8 or Indebtedness Incurred any agreement pursuant to clause which such Indebtedness was issued if (iiii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at applies only in the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons event of a comparable size and credit worthiness payment default or a default with respect to the Company and a financial covenant contained in such Indebtedness or agreement, (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable materially more disadvantageous to any other Person the Administrative Agent or the properties or assets of any other Person; Lenders than is customary in comparable financings (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to as determined by the Borrowers in clause (Agood faith), and (Biii) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, would not materially affect the Borrowers’ ability to make principal or interest payments on the Revolving Loans (as determined by the Borrowers in good faith); (vi) purchase money obligations for property acquired in the aggregate, more restrictive in ordinary course of business that impose restrictions on the property so acquired; (vii) any material respect than agreement for the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security sale or lease agreement (including a capital or operating lease) securing Indebtedness other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to other disposition; (viii) Permitted Liens securing Indebtedness that limit the extent such restrictions restrict the transfer right of the property or asset debtor to dispose of the assets subject to such mortgagePermitted Lien; (ix) customary provisions in partnership agreements, security or lease agreement; (F) in the case of clause (iii) abovelimited liability company organizational governance documents, customary nonassignment provisions joint venture agreements and other similar agreements entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions that restrict the transfer of assets or subletting of any ownership interests in such lease partnership, limited liability company, joint venture or the assignment of rights under such contract; similar Person; (Gx) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock disposition or to redeem distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements; (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Redeemable Preferred Stock on the Maturity Redemption Dateordinary course of business; or and (Ixii) any encumbrance encumbrances or restriction which restrictions imposed by its terms permits payments any amendments or refinancings of the contracts, instruments or obligations above provided that such amendments or refinancings are no more materially restrictive with respect to the Company such encumbrances and restrictions than those prior to the extent needed to pay dividends on any Dividend Payment Date such amendment or as otherwise required hereunderrefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) to (a) pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness or other obligation Obligations owed to the Company or any other of its Restricted Subsidiary; Subsidiaries, (ii) to make loans or advances to the Company or any other of its Restricted Subsidiary; or Subsidiaries, (iii) to transfer any of its property properties or assets to the Company or any of its Restricted Subsidiaries, (iv) grant Liens on its assets as security for the Notes or any Guarantee thereof or (v) Guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions (other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, than encumbrances and may permit any Restricted Subsidiary to, create restrictions in respect of clause (v) of this sentence) existing under or otherwise cause or suffer to become effective any such encumbrance or restriction by reason of (Aa) pursuant to any agreement Existing Indebtedness as in effect on the Issuance Date Closing Date, (b) the Credit Facility as in effect as of the Series A1 Redeemable Preferred StockClosing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Series B1 Redeemable Preferred Stock Credit Facility as in effect on the Closing Date, (c) the Notes, any Guarantee thereof and the Series C1 Redeemable Preferred Stock; Indenture, (Bd) pursuant to the terms applicable law, (e) any instrument governing Indebtedness or Equity Interests of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that a Person acquired by the Company determines or any of its Restricted Subsidiaries as in good faith that the provisions relating to such encumbrance or restriction effect at the time any of such agreement is entered into acquisition (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness except to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments extent such Indebtedness or Equity Interests were incurred in connection with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which in contemplation of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition), which encumbrance or restriction is not applicable to any other Person Person, or the Equity Interests, properties or assets of any Person, other than the Person; (D) pursuant to an agreement effecting a renewal, refunding or extension the Equity Interests, property or assets of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A)the Person, (B) or (C) above or this clause (D)so acquired, provided that the provisions contained in such renewalthat, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (iiif) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness by reason of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions (or provisions prohibiting sublease) in leases entered into in the ordinary course of business and consistent with past practice practices, (g) purchase money or mortgage obligations permitted by this Indenture for property acquired in leases and other contracts to the extent such provisions restrict the transfer or subletting ordinary course of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary business that impose restrictions of the Company imposed pursuant to an agreement which has been entered into for nature described in clause (iii) or (iv) above on the property so acquired, (h) customary restrictions in asset or stock sale or disposition of Capital Stock or assets agreements limiting transfer of such Subsidiary; (H) any encumbrance assets or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by stock pending the closing of such Foreign Subsidiary which is permitted hereunder; providedsale, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary non-assignment provisions in similar agreement contracts entered into by persons in the ordinary course of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; business, or (Ij) any encumbrance or restriction which by its terms permits payments to Permitted Refinancing Indebtedness, provided that the Company to restrictions contained in the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderagreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any other Restricted Subsidiary (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; Subsidiary thereof, (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary thereof or (iiiiv) to sell, lease, or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary tothereof, create except (in each case) for such encumbrances or otherwise cause restrictions existing under or suffer to become effective any such encumbrance or restriction by reason of (A) pursuant to any agreement Existing Indebtedness as in effect on the Issuance Date of the Series A1 Redeemable Preferred StockDate, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any New Credit Facility, Currency Agreementand any amendments, Interest Rate Agreementmodifications, Commodity Agreementrestatements, Receivables Facility renewals, increases, supplements, refundings, replacements or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"refinancings thereof; provided PROVIDED that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time New Credit Facility and any such agreement is entered into (i) amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments no more restrictive with respect to the Redeemable Preferred Stock or to redeem restrictions described in clauses (i) through (iv) above than those contained in the Redeemable Preferred Stock New Credit Facility on the Maturity Redemption Issuance Date; , (C) pursuant to an agreement existing prior to this Indenture and the date on which Securities, (D) applicable law, (E) customary non-assignment provisions in leases or other contracts (providing for the non-assignability of such contracts) entered into in the ordinary course of business and consistent with past practices, (F) any instrument governing or evidencing Indebtedness of a Person became a acquired by the Company or any Restricted Subsidiary of the Company and outstanding on at the time of such date and not created in anticipation of becoming a Subsidiaryacquisition, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Personthan the Person so acquired; (D) pursuant to an agreement effecting a renewalPROVIDED, refunding HOWEVER, that such Indebtedness is not incurred in connection with or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A)contemplation of, such acquisition, (BG) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions agreements evidencing Permitted Liens which may restrict the transfer of the property or asset assets subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases Permitted Liens and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; providedRefinancing Indebtedness, PROVIDED that the Company determines restrictions contained in good faith that the provisions relating to agreements governing such encumbrance Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderrefunded.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its permitted by applicable law on any Capital Stock of such Subsidiary owned by the Company or any other Restricted Subsidiary or of the Company, (ii) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; Subsidiary of the Company, (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary of the Company or (iiiiv) to transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company. Notwithstanding the foregoing, the Company may, and may permit The foregoing provision will not restrict or prohibit any Restricted Subsidiary to, create encumbrances or otherwise cause or suffer to become effective any such encumbrance or restriction restrictions existing: (Ai) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stockdate hereof; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided that consummation of such transaction would not result in an Event of Default or an event or condition that with the passage of time or the giving of notice or both would become an Event of Default and that such encumbrance or restriction terminates if such agreement is terminated or such transaction is abandoned; (iii) with respect to any Person or the date on which property and assets of such Person became a acquired by the Company or by any Subsidiary of the Company Company, existing at the time of such acquisition and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance permitted by Section 1013; or restriction is not applicable to any other Person or the properties or assets of any other Person; (Div) pursuant to an agreement effecting a renewal, extension, refinancing or refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (Bi) or (Ciii) above or this clause (D)above; provided, provided however, that the provisions contained in such renewal, extension, refinancing or refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, no more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case Board of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary Directors of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to and evidenced by a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderBoard Resolution.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any other Restricted Subsidiary Subsidiary, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; , (iib) to make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary or (iiic) to transfer any of its property properties or assets to the Company, except for such encumbrances or restrictions existing under or by reasons of (i) applicable law, (ii) this Indenture, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted any instrument governing Acquired Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other Person; (D) pursuant to an agreement effecting a renewalthan such Person and its Subsidiaries, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereundersuch Person and its Subsidiaries, but only to so acquired, (v) Indebtedness existing on the extent date of this Indenture and any refinancing of such restrictions restrict existing Indebtedness so long as the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases terms and other contracts to the extent such provisions restrict the transfer or subletting conditions of any such lease or the assignment of rights under such contract; (G) any restriction with respect refinancing agreements are no less favorable to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for than those contained in the sale agreements governing the Indebtedness being refinanced or disposition of Capital Stock or assets of such Subsidiary; (Hvi) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunderother Indebtedness; provided, that the Board of Directors of the Company determines shall have concluded, in good faith faith, that the provisions relating to such encumbrance terms thereof do not have a materially adverse effect on the Company, on a stand-alone basis, or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability ability, on a stand-alone basis, to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by meet its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderobligations.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; or (iic) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing; except for such encumbrances or restrictions existing under or by reasons of: (1) applicable law; (2) this Indenture, the Company may, and may permit Securities or the Guarantees; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary to, create or otherwise cause or suffer to become effective Subsidiary; (4) any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted instrument governing Acquired Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Agreement; (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) any other Person; agreement entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (D8) agreements governing Permitted Indebtedness; (9) customary bank credit agreements Incurred pursuant to clause (xv) of the definition of Permitted Indebtedness; (10) customary restrictions on the transfer of any property or assets arising under a security agreement governing a Lien permitted under this Indenture; (11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement effecting a renewalthat has been entered into in connection with the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (12) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (13) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.3 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (15) any agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Indebtedness Incurred or Preferred Stock issued incurred pursuant to an agreement referred to in clause (A2), (B) 4), (5), (6), (8) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii13) above; PROVIDED, restrictions contained in any mortgageHOWEVER, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Refinancing Indebtedness are customary in similar agreement entered into by persons of a comparable size and credit worthiness not materially more restrictive than the provisions relating to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which by its terms permits payments contained in agreements referred to the Company to the extent needed to pay dividends on any Dividend Payment Date in such clause (2), (4), (5), (6), (8) or as otherwise required hereunder(13) above.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by the Company or any other Restricted Subsidiary interest or participation in, or measured by, such Subsidiary's profits; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or to any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) any restrictions contained in (i) the Loan Documents, the Company may, Senior Subordinated Indenture and may permit any Restricted Subsidiary to, create instrument governing the Take-Out Securities or otherwise cause or suffer Exchange Notes to become effective any such encumbrance or restriction the extent Incurred in accordance with this Agreement; (Aii) pursuant to any agreement the Senior Credit Facility as in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred StockClosing Date; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) the Indebtedness pertaining to a Subsidiary of the definition Company that is not a Subsidiary of "Permitted Indebtedness"the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary Indebtedness was not incurred as a result of, in similar agreements entered into by Persons connection with or in anticipation of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) transaction pursuant to an agreement existing prior to the date on which such Person became entity becomes a Subsidiary of the Company and outstanding on such date and it does not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable apply to any other Person Person, or the properties or of assets of any Person, other Person; (D) than the Subsidiary acquired and such Indebtedness is otherwise permitted to be incurred pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption DateSection 6.1; or (Iiv) any encumbrance or restriction which by its terms permits payments secured Indebtedness otherwise permitted to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunder.be incurred pursuant to

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding Company, except for such encumbrances or restrictions existing under or by reason of: (1) this Indenture; (2) any security or pledge agreements, leases or options (or similar agreements) containing customary restrictions on such date and not created in anticipation transfers of becoming a Subsidiarythe assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby; (3) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of any other Personthe Person so acquired; (D4) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that agreements existing on the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only Issue Date to the extent and in the manner such restrictions restrict agreements are in effect on the transfer of the property or asset subject to such mortgage, security or lease agreementIssue Date; (F5) in any contracts for the case sale of clause (iii) aboveassets, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) including, without limitation, any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, pending the closing of such sale or disposition, PROVIDED that any such restriction relates solely to the assets that are the subject of such agreement; (H6) restrictions on cash or other deposits or net worth imposed by leases entered into in the ordinary course of business; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility; (9) any encumbrance agreement or restriction instrument governing Capital Stock of any Person that is acquired; and (10) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of contracts, instruments or obligations referred to in clauses (1) through (9); PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness such dividend and other transfer restrictions than those contained in the dividend or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating other transfer restrictions prior to such encumbrance amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderrefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, and the Guarantors will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company or any Subsidiary of the Guarantors (iother than the Company) to (a) pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock Stock, or any other interest or participation in, or measured by, its profits, owned by the Company, the Guarantors or any Subsidiary of the Company or any other Restricted Subsidiary the Guarantors, or pay any Indebtedness or other obligation owed to the Company, the Guarantors or a Subsidiary of the Company or any other Restricted Subsidiary; the Guarantors, (iib) to make loans or advances to the Company, the Guarantors or a Subsidiary of the Company or any other Restricted Subsidiary; the Guarantors, or (iiic) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoingGuarantors, the Company mayexcept for such encumbrances or restrictions existing under or by reason of (i) applicable law, and may permit any Restricted Subsidiary to(ii) this Indenture, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) customary nonassignment provisions of any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iv) any instrument governing Indebtedness of the definition of "Permitted Indebtedness"; provided that a person acquired by the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on at the time of such date and not created in anticipation of becoming a Subsidiaryacquisition, which encumbrance or restriction is not applicable to any other Person person, or the properties or assets of any person, other Person; than the person or its Subsidiaries so acquired, (Dv) pursuant to an agreement effecting a renewalIndebtedness existing on the Issue Date, refunding including, without limitation, the Term Loan Facility and the Working Capital Facility or any refinancing, refunding, replacement or extension of Indebtedness Incurred the Term Loan Facility or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), the Working Capital Facility; provided that the provisions contained in such renewal, refunding or extension agreement relating to any such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgagerefinancing, security refunding, replacement or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer extension of the property or asset subject to such mortgageSenior Notes, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease Term Loan Facility or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Working Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to Facility shall be no more restrictive than such encumbrance or restriction at contained in the time Credit Agreement as in effect on the Issue Date, or (vi) Indebtedness permitted to be incurred under the Credit Agreement; provided that any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any -52- encumbrance or restriction which by its terms permits payments to contained in any such Indebtedness shall be no more restrictive than such encumbrance or restriction contained in the Company to Credit Agreement as in effect on the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderIssue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, the Company may, and may permit except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred StockCompany; (B4) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction agreements existing at the time of acquisition of any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock properties or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary assets of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of any other Personthe Person so acquired; (D5) pursuant agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Credit Facilities; (12) any restriction under an agreement effecting governing Indebtedness of a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the CompanyForeign Subsidiary permitted under Section 4.12; (E13) customary restrictions in the case of clause (iii) above, restrictions contained in any mortgageCapitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of the Company or a Restricted Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreementmortgages; (F14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the case of clause (iiirespective joint venture or similar entity or the equity interests therein) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contractbusiness; (G15) any restriction with respect contracts entered into in the ordinary course of business, not relating to a Subsidiary Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company imposed or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement which has been entered into for the sale referred to in clause (2), (4), (5), (8), (11), (12) or disposition of Capital Stock or assets of such Subsidiary(13) above; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; providedPROVIDED, that the Company determines in good faith HOWEVER, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into (i) Indebtedness are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company in any material respect as determined by the Board of Managers of the Company in their reasonable and (ii) could not reasonably be expected good faith judgment than the provisions relating to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any such encumbrance or restriction which by its terms permits payments contained in agreements referred to the Company to the extent needed to pay dividends on any Dividend Payment Date in such clause (2), (4), (5), (8), (11), (12) or as otherwise required hereunder(13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist or become effective any such consensual encumbrance or restriction (A) pursuant to of any agreement in effect kind on the Issuance Date ability of any Restricted Subsidiary to (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Series A1 Redeemable Preferred StockIssuer or any other Restricted Subsidiary, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B2) pursuant pay any Indebtedness owed to the terms Issuer or any other Restricted Subsidiary, (3) make loans or advances to the Issuer or any other Restricted Subsidiary or (4) transfer any of its property or assets to the Issuer or any other Restricted Subsidiary, except for any encumbrances or restrictions: (i) existing on the Issue Date in the Credit Facility, Currency Agreement, Interest Rate Agreementthis Indenture or otherwise, Commodity Agreementand any extensions, Receivables Facility refinancings, renewals or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"replacements thereof; provided that the Company determines encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Person or the provisions relating to property or assets of such encumbrance Person acquired by the Issuer or restriction any Restricted Subsidiary, existing at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date acquisition and not created incurred in anticipation of becoming a Subsidiarycontemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person or the properties property or assets of any Person other Personthan such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained encumbrances and restrictions in any such renewalextensions, refunding refinancings, renewals or extension agreement relating to such encumbrance or restriction are notreplacements taken as a whole are, in the aggregategood faith judgment of the Board of Directors, more restrictive no less favorable in any material respect to the Holders than the provisions contained those encumbrances or restrictions that are then in the agreement the subject thereofeffect and that are being extended, as determined in good faith by the Company; refinanced, renewed or replaced; (Eiv) in the case of clause (iii4) aboveof the first paragraph of this Section 4.13: (A) that restrict in a customary manner the subletting, restrictions contained in assignment or transfer of any mortgageproperty or asset that is a lease, security license, conveyance or lease contract or similar property or asset, (B) existing by virtue of any transfer of, agreement (including a capital to transfer, option or operating lease) securing Indebtedness of a Subsidiary right with respect to, or relating to Lien on, any property or assets of a the Issuer or any Restricted Subsidiary not otherwise permitted hereunderprohibited by this Indenture, (C) arising or agreed to in the ordinary course of business, but only not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the extent such restrictions restrict the transfer of the Issuer or any Restricted Subsidiary, or (D) arising under purchase money obligations for property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into acquired in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; Capitalized Lease Obligations; (Gv) any restriction with respect to a Restricted Subsidiary of the Company and imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (vii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (viii) arising in connection with any Indebtedness, Disqualified Stock or preferred stock of the Issuer or any Restricted Subsidiary of the Issuer permitted to be incurred subsequent to the date of the Issue Date pursuant to the provisions of Section 4.4. Nothing contained in this Section 4.13 shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.16 or (2) restricting the sale or other disposition of property or assets of such Subsidiary; (H) the Issuer or any encumbrance of its Restricted Subsidiaries that secure Indebtedness of the Issuer or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderRestricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of its Subsidiaries to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by cash or otherwise to the Company or any other Restricted Subsidiary or on its Equity Interests, (b) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; , (iic) to make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary thereof, (iiid) to transfer any of its property properties or assets to the Company or any Subsidiary thereof (other Restricted Subsidiary. Notwithstanding than customary restrictions on transfer of property subject to a Permitted Lien under the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date term of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; agreements creating such Permitted Lien (Bother than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could which would not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments satisfy its obligations under the Notes), or (e) guarantee the Notes, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) the Notes or this Indenture; (ii) any restrictions existing under or contemplated by agreements evidencing the New Credit Facility as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions affecting Subsidiaries than those contained in the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock New Credit Facility as in effect on the Maturity Redemption Issue Date; (Ciii) pursuant any restrictions with respect to an agreement existing prior to a Subsidiary of the date Company that was not a Subsidiary of the Company on the Issue Date, which are in existence at the time such Person became becomes a Subsidiary of the Company (but not created in connection with or contemplation of such Person becoming a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any other Person or the properties property or assets of any Person other Person; (D) pursuant to an agreement effecting a renewal, refunding than such Person or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereundersuch Person so acquired); (iv) any agreement that governs Refinancing Indebtedness, but only provided, however, that the terms and conditions of any such restrictions are not materially less favorable in the aggregate to the extent such restrictions restrict the transfer Holders of the property Notes than those under or asset subject pursuant to such mortgage, security the agreement evidencing the Indebtedness being refinanced or lease agreementreplaced; (Fv) customary non-assignment provisions in the case of clause (iii) above, customary nonassignment provisions any contract or licensing agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business consistent with past practice or in leases and other contracts to any lease governing any leasehold interest of the extent such provisions restrict the transfer Company or subletting of any such lease or the assignment of rights under such contracta Subsidiary; (Gvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired; (vii) restrictions existing by reason of or under 63 58 Indebtedness existing on the Issue Date; (viii) any restriction restrictions existing under any agreement entered into with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock all or substantially all the Equity Interests or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, provided that the Company determines in good faith that disposition or sale is governed by the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size restrictions described under Sections 4.20 and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date4.21; or (Iix) any encumbrance or restriction which by its terms permits payments restrictions contained in agreements governing other Indebtedness permitted to be incurred in accordance with this Indenture provided that the Company to restrictions are not materially more restrictive in the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderaggregate than the restrictions contained in this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (iA) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary Subsidiaries; (B) make loans or advances or pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted SubsidiarySubsidiaries; or (iiC) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding the foregoingSubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (1) applicable laws, rules and regulations; (2) any provisions of this Indenture, the Company may, 2008 Indenture or the 0000 Xxxxxxxxx; (3) customary provisions of any contract or lease (other than a capital lease or a lease in a sale and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (Aleaseback transaction) pursuant to any agreement in effect on the Issuance Date governing a leasehold interest of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company or any of its Restricted Subsidiaries; (B4) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction agreements existing at the time of acquisition of any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to Person or the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary assets of the Company and outstanding on such date and not created in anticipation of becoming a SubsidiaryPerson so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the properties assets or Capital Stock of the Person so acquired; (5) agreements existing on May 17, 2001 to the extent and in the manner such agreements are in effect on such date; (6) restrictions imposed by any agreement to sell assets of any other Person; (D) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or permitted under this clause (D), provided that the provisions contained in such renewal, refunding or extension agreement Indenture relating to such encumbrance assets pending the closing of such sale; (7) Indebtedness or restriction are not, other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (8) Liens incurred in accordance with Section 4.15; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregateordinary course of business; (10) the Credit Agreement as in effect on May 17, more restrictive 2001; (11) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in any material respect than the provisions contained compliance with Section 4.08; (12) customary restrictions in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgageCapitalized Lease Obligations, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of a Subsidiary the Company or relating to property or assets any of a Subsidiary otherwise permitted hereunder, but only its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property or asset subject to such mortgageCapitalized Lease Obligations, security agreements or lease agreementmortgages; (13) customary provisions in joint venture agreements and other similar agreements, in each case relating solely to the respective joint venture or similar entity or the equity interests therein; (F) in the case of provided that this clause (iii13) above, customary nonassignment provisions shall not affect the limitation in clause (5) of the definition of “Permitted Investments”; (14) contracts entered into in the ordinary course of business consistent with past practice business, not relating to Indebtedness, and that do not, individually or in leases and other contracts the aggregate, detract from the value of assets of the Company or any of its Restricted Subsidiaries in any manner material to the extent such provisions restrict Company or any of its Restricted Subsidiaries; (15) purchase money obligations for property acquired in the transfer ordinary course of business that impose encumbrances or subletting restrictions on the ability of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Restricted Subsidiary of the Company imposed to transfer the property so acquired to the Company or any of its other Restricted Subsidiaries; and (16) an agreement governing Indebtedness incurred to Refinance the Indebtedness incurred pursuant to an agreement which has been entered into for the sale referred to in clause (2), (4), (5), (10) or disposition of Capital Stock or assets of such Subsidiary; (H15) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunderabove; provided, that the Company determines in good faith however, that the provisions relating to such encumbrance or restriction at the time contained in any such agreement is entered into Refinancing Indebtedness are not materially less favorable to the Holders of Notes in the aggregate as reasonably determined by the Board of Directors or a senior officer of the Company in their good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (i2), (4), (5), (10) or (15). In addition, the Company will use its commercially reasonable efforts, consistent with its contractual obligations and fiduciary duties to its joint ventures, not to permit any of its joint ventures that are customary not Restricted Subsidiaries of the Company (excluding any joint ventures of Mosaic or its Subsidiaries (other than the Company and its Subsidiaries) existing as of the Operative Date that on or after the Operative Date become joint ventures of the Company in similar agreement entered into by persons accordance with the provisions of a comparable size and credit worthiness this Indenture (to the extent the restrictions set forth below exist on the Operative Date)) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction on the ability of such joint venture to: (A) pay dividends or make any other distributions to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments or any of its Restricted Subsidiaries on its Capital Stock or with respect to the Redeemable Preferred Stock any other interest or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; participation in, or measured by, its profits; (IB) make loans or advances or pay any encumbrance or restriction which by its terms permits payments Indebtedness owed to the Company or any of its Restricted Subsidiaries; or (C) transfer any of its assets to the extent needed Company or any of its Restricted Subsidiaries, except for those restrictions existing under or by reason of: (1) such joint venture’s joint venture agreement or its credit facility, or (2) the restrictions described in clauses (1) through (16), as applicable, of the first sentence of this Section 4.11 (assuming that references therein to pay dividends on any Dividend Payment Date or as otherwise required hereunderRestricted Subsidiary were references to such joint venture). This Section 4.11 will not apply after the Fall-Away Event.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia)(i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any of its Restricted Subsidiaries (A) on its 64 -56- Capital stock or (B) with respect to any other Restricted Subsidiary interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary; Subsidiaries, (iib) to make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary; Subsidiaries or (iiic) to transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) encumbrances or restrictions existing on the foregoingIssue Date, (ii) the Indenture, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock Notes and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit FacilityGuarantees, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or applicable law, (iv) any instrument governing Indebtedness or Capital Stock of the definition of "Permitted Indebtedness"; provided that a Person acquired by the Company determines or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in good faith that the provisions relating to such encumbrance or restriction effect at the time any of such agreement is entered into acquisition or such Person becoming a Restricted Subsidiary (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness except to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments extent such Indebtedness was incurred in connection with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which in contemplation of such acquisition of such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other than the Person; , or the property of assets of the Person (D) pursuant to an agreement effecting a renewal, refunding or extension including any Subsidiary of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (Athe Person), (B) or (C) above or this clause (D)so acquired, provided that the EBITDA of such Person is not taken into account (to the extent of such restriction) in determining whether any financing or Restricted Payment in connection with such acquisition was permitted by the terms of the Indenture, (v) customary non-assignment provisions in leases or other agreements entered into in the ordinary course of business and consistent with past practices, (vi) encumbrances or restrictions under a Credit Facility, provided that such encumbrances or restrictions are no more restrictive than those typically contained in senior credit facilities, (vii) Refinancing Indebtedness provided that such renewal, refunding encumbrances or extension agreement relating to such encumbrance or restriction restrictions are not, in the aggregate, aggregate no more restrictive in any material respect than the provisions those contained in the agreement agreements governing the subject thereofIndebtedness being extended, as determined refinanced, renewed, replaced, defeased or refunded, or (viii) customary restrictions in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security agreements or lease agreement (including a capital or operating lease) mortgages securing Indebtedness of the Company or a Restricted Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases agreements and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; (H) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereundermortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions distribution on or in respect of its Capital Stock owned by (it being understood that the Company priority of any Preferred Stock in receiving dividends or any other Restricted Subsidiary liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, except for such encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulation, order, grant or governmental permit; (ii) this Indenture, the Company mayExisting Holdings Indenture, the Existing Holdings Notes, the Existing Compass Minerals Indenture and may permit the Existing Compass Minerals Notes and the guarantees thereof, if any; (iii) the Credit Agreement; (iv) customary non-assignment provisions of any contract, license or any lease of any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; Company; (Bv) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted instrument governing Acquired Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of any other Person; the Person so acquired; (Dvi) pursuant to an agreement effecting a renewal, refunding agreements existing or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that entered into on the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only Issue Date to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) and in the case of clause manner such agreements are in effect on the Issue Date; (iiivii) above, customary nonassignment provisions entered into purchase money obligations for property acquired in the ordinary course of business consistent with past practice or Capitalized Lease Obligations that impose restrictions of the nature discussed in leases and other clause (c) above on the property so acquired; (viii) contracts to for the extent such provisions restrict the transfer or subletting sale of any such lease or the assignment of rights under such contract; (G) any restriction assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; ; (Hix) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.4 and 4.15 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (x) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xi) customary net worth and restrictions on transfer, assignment or subletting provisions contained in leases and other agreements entered into by the Company or any Restricted Subsidiary; (xii) any encumbrance restriction in any agreement or restriction with respect instrument of a Receivables Subsidiary governing a Qualified Receivables Transaction; (xiii) any agreement governing Indebtedness incurred to a Foreign Subsidiary Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement relating referred to Indebtedness or Liens Incurred by such Foreign Subsidiary which is permitted hereunderin clauses (i) through (xii) above; providedPROVIDED, HOWEVER, that the provisions relating to such encumbrance -70- or restriction contained in any such Indebtedness, taken as a whole, are no less favorable to the Company determines in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith that judgment than the provisions relating to such encumbrance or restriction at contained in agreements referred to in such clauses; or (xiv) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.4; PROVIDED that either (y) the time any provisions relating to such agreement is entered into (i) encumbrance or restriction contained in such Indebtedness, taken as a whole, are customary in similar agreement entered into by persons of a comparable size and credit worthiness no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and (ii) could not reasonably be expected to materially adversely affect good faith judgment than the Company's ability to make required cash dividend payments with respect to provisions contained in the Redeemable Preferred Stock Credit Agreement, the Existing Compass Minerals Indenture, the Existing Holdings Indenture or to redeem the Redeemable Preferred Stock in this Indenture, in each case, as in effect on the Maturity Redemption Date; Issue Date or (Iz) any encumbrance or restriction which contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by its terms permits payments to the Board of Directors of the Company in its reasonable and good faith judgment, to make scheduled payments of cash interest on the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause permit to exist or suffer to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock owned by to the Company Borrower or any other of its Restricted Subsidiary Subsidiaries, or pay any Indebtedness or other obligation obligations owed to the Company Borrower or any other of its Restricted Subsidiary; Subsidiaries; (iib) to make loans or advances to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries; or or (iiic) to transfer any of its property properties or assets to the Company Borrower or any other of its Restricted SubsidiarySubsidiaries. Notwithstanding the foregoingHowever, the Company may, and may permit any Restricted Subsidiary to, create preceding restrictions of this Section 7.02 will not apply to encumbrances or otherwise cause restrictions existing under or suffer to become effective any such encumbrance or restriction by reason of: (A1) pursuant to any agreement agreements as in effect on the Issuance Date date of this Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Series A1 Redeemable Preferred StockIndebtedness to which they relate, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such encumbrance dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Agreement; (2) this Agreement, the Loans and the Guaranty; (3) applicable Laws; (4) any instrument governing Indebtedness or restriction Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time any of such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not created in anticipation of becoming a Subsidiaryacquisition, which encumbrance or restriction is not applicable to any other Person Person, or the properties or assets of any Person, other than the Person; (D) pursuant to an agreement effecting a renewal, refunding or extension the property or assets of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A)the Person, (B) or (C) above or this clause (D)so acquired, provided that the provisions contained in such renewalthat, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) aboveIndebtedness, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing such Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary was otherwise permitted hereunderby the terms of this Agreement to be incurred; (5) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses or leases, but only to the extent such restrictions restrict the transfer of the property or asset subject to such mortgage, security or lease agreement; (F) in the each case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business and consistent with past practice practices; (6) Capital Lease Obligations, mortgage financings or purchase money obligations, in leases and other contracts to each case for property acquired in the extent such provisions restrict ordinary course of business that impose restrictions on that property of the transfer or subletting nature described in clause (c) of any such lease or the assignment of rights under such contract; preceding paragraph; (G7) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or other disposition of Capital Stock a Restricted Subsidiary of the Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such 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 7.06 that limit the right of the debtor to dispose of the assets of subject to such Subsidiary; Liens; (H10) any encumbrance or restriction provisions with respect to a Foreign Subsidiary pursuant to an the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to Indebtedness any property or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; providedassets acquired after the date of this Agreement, that the Company determines in good faith that the provisions relating to so long as such encumbrance or restriction at relates only to the time any property or assets so acquired and is not and was not created in anticipation of such agreement is acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (i) are customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I13) any encumbrance or restriction which instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by its the terms permits payments of this Agreement to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderbe incurred.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (b) make loans or any other Restricted Subsidiary advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company Company, except for such encumbrances or restrictions existing under or by reason of: (1) this Indenture and outstanding the Securities; (2) any security or pledge agreements, leases or options (or similar agreements) containing customary restrictions on such date and not created in anticipation transfers of becoming a Subsidiarythe assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby; (3) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of any other Personthe Person so acquired; (D4) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness Incurred or Preferred Stock issued pursuant to an agreement referred to in clause (A), (B) or (C) above or this clause (D), provided that agreements existing on the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Company; (E) in the case of clause (iii) above, restrictions contained in any mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary or relating to property or assets of a Subsidiary otherwise permitted hereunder, but only Issue Date to the extent and in the manner such restrictions restrict agreements are in effect on the transfer of the property or asset subject to such mortgage, security or lease agreementIssue Date; (F5) in any contracts for the case sale of clause (iii) aboveassets, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (G) including, without limitation, any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, pending the closing of such sale or disposition; provided that any such restriction relates solely to the assets that are the subject of such agreement; (H6) restrictions on cash or other deposits or net worth and prohibitions on assignment imposed by leases entered into in the ordinary course of business; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility and any instruments issued pursuant thereto; (9) any encumbrance agreement or restriction instrument governing Capital Stock of any Person that is acquired; (10) purchase money obligations for assets acquired in the ordinary course of business that impose restrictions of the nature described in (c) above on the property so acquired; (11) Liens permitted to be incurred pursuant to the provisions of Section 4.18; (12) any agreement relating to a Sale and Leaseback Transaction or Capitalized Lease Obligation, but only on the property subject to such Sale and Leaseback Transaction or such Capitalized Lease Obligation and only to the extent that such restrictions or encumbrances are customary with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness such arrangements; (13) any licensing or Liens Incurred by such Foreign Subsidiary which is permitted hereunder; provided, that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar technology transfer agreement entered into by persons in the ordinary course of a comparable size and credit worthiness to the Company business, including, without limitation, those entered into in connection with any European joint venture; (14) applicable law; and (ii15) could not reasonably be expected any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of contracts, instruments or obligations referred to materially adversely affect in clauses (1) through (13); provided that the dividend and other transfer restrictions imposed under such contract, instrument, agreement or obligation as amended, modified, restated, renewed, increased, supplemented, refunded, replaced or Refinanced are, taken as a whole, in the good faith judgment of the Board of Directors of the Company's ability , whose judgment shall be conclusively binding, not materially more restrictive than 51 52 those contained in such contract, instrument, agreement or obligation immediately prior to make required cash dividend payments with respect to the Redeemable Preferred Stock such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any encumbrance or restriction which by its terms permits payments to the Company to the extent needed to pay dividends on any Dividend Payment Date or as otherwise required hereunderRefinancing.