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 of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (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 or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3C) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a1) applicable lawlaws, rules and regulations; (b2) 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 any provisions of this Indenture, as the case may be, taken as a whole2011 Indenture or the 0000 Xxxxxxxxx; (c3) non-assignment customary provisions of any contract or lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any lease entered into in the ordinary course of businessits Restricted Subsidiaries; (d4) any instrument agreements existing at the time of acquisition of any Person or the assets of the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties assets or assets Capital Stock 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; (e5) agreements existing on the Issue DateDate to the extent and in the manner such agreements are in effect on such 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; (h6) restrictions imposed by any agreement to sell assets permitted under this Indenture relating to any Person such assets pending the closing of such sale; (i7) Indebtedness or other contractual requirements of a Receivables Securitization Entity in connection with a Qualified Receivables Securitization Transaction; provided that such restrictions apply only to such Receivables Securitization Entity; (j8) Liens incurred in accordance with Section 4.15; (9) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances restrictions on cash or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined other deposits or net worth imposed by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Senior ordinary course of business; (10) the Credit Facility Agreement as in effect on the Issue Date; or; (k11) any restriction under an agreement effecting governing Indebtedness of a refinancingForeign Subsidiary incurred in compliance with Section 4.08; (12) customary restrictions in Capitalized Lease Obligations, replacement security agreements or substitution mortgages securing Indebtedness of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or any of its Restricted Subsidiaries to the Holders in any material respect as determined by extent such restrictions restrict the Board of Directors transfer of the Company than the provisions relating property subject to such encumbrance Capitalized Lease Obligations, security agreements or restriction contained mortgages; (13) customary provisions in joint venture agreements referred and other similar agreements, in each case relating solely to in such clause (b), (d), (e) the respective joint venture or (f).similar entity or the equity interests therein; provided that this clause

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3C) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a1) applicable lawlaws, rules and regulations; (b2) 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 any provisions of this Indenture, as the case may be, taken as a whole2008 Indenture or the 0000 Xxxxxxxxx; (c3) non-assignment customary provisions of any contract or lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any lease entered into in the ordinary course of businessits Restricted Subsidiaries; (d4) any instrument agreements existing at the time of acquisition of any Person or the assets of the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties assets or assets Capital Stock 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; (e5) agreements existing on May 17, 2001 to the Issue Dateextent and in the manner such agreements are in effect on such 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; (h6) restrictions imposed by any agreement to sell assets permitted under this Indenture relating to any Person such assets pending the closing of such sale; (i7) Indebtedness or other contractual requirements of a Receivables Securitization Entity in connection with a Qualified Receivables Securitization Transaction; provided that such restrictions apply only to such Receivables Securitization Entity; (j8) Liens incurred in accordance with Section 4.15; (9) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances restrictions on cash or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined other deposits or net worth imposed by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Senior ordinary course of business; (10) the Credit Facility Agreement as in effect on the Issue Date; orMay 17, 2001; (k11) any restriction under an agreement effecting governing Indebtedness of a refinancingForeign Subsidiary incurred in compliance with Section 4.08; (12) customary restrictions in Capitalized Lease Obligations, replacement security agreements or substitution mortgages securing Indebtedness of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or any of its Restricted Subsidiaries to the Holders in any material respect as determined by extent such restrictions restrict the Board of Directors transfer of the Company than the provisions relating property subject to such encumbrance Capitalized Lease Obligations, security agreements or restriction contained mortgages; (13) customary provisions in joint venture agreements referred and other similar agreements, in each case relating solely to in such clause (b), (d), (e) the respective joint venture or (f).similar entity or the equity interests therein; provided that this clause

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (2) make loans Stock owned by the Company or advances any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary; (ii) to make loans or advances to the CompanyCompany or any other Restricted Subsidiary; or or (3iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to become effective any such encumbrance or restriction (A) pursuant to any agreement in effect on the Issuance Date of the Series A1 Redeemable Preferred Stock, the Series B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock; (B) pursuant to the terms of any Credit Facility, Currency Agreement, Interest Rate Agreement, Commodity Agreement, Receivables Facility or Indebtedness Incurred pursuant to clause (iii) or (iv) of the definition of "Permitted Indebtedness"; provided that the Company determines in good faith that the provisions relating to such encumbrance or restriction at the time any such agreement is entered into (i) are customary in similar agreements entered into by Persons of a comparable size and credit worthiness to the Company and (ii) could not reasonably be expected to materially adversely affect the Company's ability to make required cash dividend payments with respect to the Redeemable Preferred Stock or to redeem the Redeemable Preferred Stock on the Maturity Redemption Date; (C) pursuant to an agreement existing prior to the date on which such Person became a Subsidiary of the Company, except for Company and outstanding on such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Loan Documents (as defined date and not created 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 anticipation of becoming 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 IndebtednessSubsidiary, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, other Person or the properties or assets of any such other Person, other than the Person or 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; (eD) 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 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 Issue Date; or (k) an agreement effecting a refinancingrenewal, replacement refunding or substitution extension of Indebtedness issued, assumed Incurred or Incurred Preferred Stock issued pursuant to an agreement referred to in clause (bA), (d), (eB) or (fC) 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, however, that the Company determines in good faith that the provisions relating to such encumbrance or restriction contained in at the time any such refinancing, replacement or substitution agreement is entered into (i) are no less favorable customary in similar agreement entered into by persons of a comparable size and credit worthiness to the Company 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 Holders in Redeemable Preferred Stock on the Maturity Redemption Date; or (I) any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred which by its terms permits payments to in such clause (b), (d), (e) the Company to the extent needed to pay dividends on any Dividend Payment Date or (f)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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3C) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a1) applicable lawlaws, rules and regulations; (b2) 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 any provisions of this Indenture, as the case may be, taken as a whole2008 Indenture or the 0000 Xxxxxxxxx; (c3) non-assignment customary provisions of any contract or lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any lease entered into in the ordinary course of businessits Restricted Subsidiaries; (d4) any instrument agreements existing at the time of acquisition of any Person or the assets of the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties assets or assets Capital Stock 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; (e5) agreements existing on the Issue DateDate to the extent and in the manner such agreements are in effect on such 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; (h6) restrictions imposed by any agreement to sell assets permitted under this Indenture relating to any Person such assets pending the closing of such sale; (i7) Indebtedness or other contractual requirements of a Receivables Securitization Entity in connection with a Qualified Receivables Securitization Transaction; provided that such restrictions apply only to such Receivables Securitization Entity; (j8) Liens incurred in accordance with Section 4.15; (9) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances restrictions on cash or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined other deposits or net worth imposed by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Senior ordinary course of business; (10) the Credit Facility Agreement as in effect on the Issue Date; or; (k11) any restriction under an agreement effecting governing Indebtedness of a refinancingForeign Subsidiary incurred in compliance with Section 4.08; (12) customary restrictions in Capitalized Lease Obligations, replacement security agreements or substitution mortgages securing Indebtedness of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or any of its Restricted Subsidiaries to the Holders in any material respect as determined by extent such restrictions restrict the Board of Directors transfer of the Company than the provisions relating property subject to such encumbrance Capitalized Lease Obligations, security agreements or restriction contained mortgages; (13) customary provisions in joint venture agreements referred and other similar agreements, in each case relating solely to in such clause (b), (d), (e) the respective joint venture or (f).similar entity or the equity interests therein; provided that 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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital StockSubsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries. (b) Notwithstanding the Companyforegoing, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; (b) agreements governing Existing Indebtedness and the Loan Documents (as defined Credit Facilities in the Senior Subordinated Credit Agreement)effect on June 1, this Indenture or encumbrances or restrictions substantially similar to the 2003 and other customary encumbrances and restrictions contained existing on or after the date hereof that are not more restrictive in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may beany material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements on June 1, 2003 (provided that the application of such restrictions and encumbrances to additional Restricted Subsidiaries not subject thereto on June 1, 2003 shall not be deemed to make such restrictions and encumbrances more restrictive); (c2) non-assignment provisions of the Indenture and the Notes and other customary encumbrances and restrictions existing in indentures and notes after the date hereof that are not more restrictive, in any contract or any lease entered into material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the ordinary course of businessIndenture; (d3) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities); (4) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; providedprovided that, howeverin the case of Indebtedness, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company or terms of the Restricted SubsidiaryIndenture to be incurred; (e5) agreements existing on customary non-assignment provisions in leases entered into in the Issue Dateordinary course of business and consistent with past practices; (f6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the Senior Credit Facility and ordinary course of business that impose restrictions on that property of the A/R Facilitynature described in clause (3) of paragraph (a) of this Section 3.06; (g7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions on contained in the transfer 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 of Section 3.05 hereof that limit the right of the debtor to dispose of the assets subject to any Lien permitted under this Indenture imposed by the holder of such LienLiens; (h10) restrictions imposed by any agreement provisions with respect to sell the disposition or distribution of assets permitted under this Indenture to any Person pending the closing of such sale; (i) Indebtedness or property in joint venture agreements, asset sale agreements, stock sale agreements and other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transactionsimilar agreements; provided that such restrictions apply only to the assets or property subject to such Receivables Entity;joint venture or similar agreement or to the assets or property being sold, as the case may be; and (j11) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances restrictions on cash or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined other deposits or net worth imposed by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution ordinary course of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)business.

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock to Huntsman International or any Restricted Subsidiary; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law; , rules, regulations and/or orders; (b2) 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 Agreementincluding, without limitation, any Liens permitted hereunder); (3) and this Indenture, as the case may be, taken as a whole; (c) customary non-assignment provisions of any contract or any lease entered into in governing a leasehold interest of the ordinary course Company or any Restricted Subsidiary of business; the Company; (d4) any instrument agreements existing at the time of any merger or consolidation with any Person, acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquiredacquired or any Subsidiary of such Person; 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; (e5) agreements existing on the Issue Date; Date to the extent and in the manner such agreements are in effect on such date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, increases, supplements, refundings, replacements or refinancings are no more restrictive (fas determined by the Board of Managers of the Company in their reasonable and good faith judgment) the Senior Credit Facility in any material respect, taken as a whole, with respect to such dividend and the A/R Facility; (g) other payment restrictions than those contained in such agreements or instruments as in effect on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; Issue Date; (h6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; ; (i7) any agreement or instrument governing Capital Stock of any Person that is acquired; (8) Indebtedness or other contractual requirements of a Receivables Securitization Entity in connection with a Qualified Receivables Securitization Transaction; provided that such restrictions apply only to such Receivables Securitization Entity; ; (j9) agreements 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) any Credit Facility; (12) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.12; (13) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to be Incurred pursuant the extent such restrictions restrict the transfer of the property subject to Section 4.9such Capitalized Lease Obligations, provided that security agreements or mortgages; (14) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the provisions respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not relating to such encumbrances Indebtedness, and that do not, individually or restrictions contained in such Indebtedness are no less favorable the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company in or any material respect as determined by the Board of Directors of the Company in their reasonable Restricted Subsidiary; and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k16) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or Incurred incurred pursuant to an agreement referred to in clause (b2), (d4), (e5), (8), (11), (12) or (f13) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Indebtedness are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors Managers of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b2), (d4), (e5), (8), (11), (12) or (f13).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital Stock; (2) make loans Stock or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (2) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary of the Company; or or (3) sell or transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (bA) the Loan Documents (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 defined in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof, and any other Credit Facility; provided, however, that any such amendment, restatement, renewal, replacement or refinancing or other such Credit Facility is no more restrictive in the Senior Subordinated Credit Agreement), this Indenture or aggregate in any material respect with respect to such encumbrances or restrictions substantially similar to the encumbrances and restrictions than those contained in the Loan Documents (as defined agreement being amended, restated, renewed, replaced or refinanced or the U.S. Credit Agreement in effect on the Senior Subordinated Credit Agreement) and this IndentureIssue Date, as the case may be, taken as a whole; (cB) non-assignment provisions any applicable law or any rule, regulation or order of any contract or any lease entered into in the ordinary course of businessgovernmental authority; (dC) any instrument governing of an Acquired IndebtednessPerson acquired by the Company 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, which encumbrance as a result of or restriction is in contemplation of such acquisition; provided, however, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the assets of the Company, Company or the properties or assets of any such Person, Restricted Subsidiary other than the Acquired Person or 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 SubsidiaryPerson; (eD) agreements existing on the Issue Datecustomary non-assignment provisions in leases, licenses or contracts; (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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Restricted 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 obligations owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary of to other Indebtedness incurred by the CompanyCompany or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; (b) agreements governing Existing Indebtedness, Capital Stock and Credit Facilities as in effect on the Loan Documents (as defined in Original Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, that the Senior Subordinated Credit Agreement)amendments, this Indenture modifications, restatements, renewals, increases, supplements, refundings, replacements 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 berefinancings 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 by the Company; (c2) this Indenture, the Notes and the Subsidiary Guarantees; (3) Applicable Law, rule, regulation, order, approval, license, permit or 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 of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, 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; (5) customary 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, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; (7) any contract agreement for the sale or any lease 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; (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 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 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; (d12) 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 instrument governing Acquired Indebtedness, which encumbrance and that do not, individually or restriction is not applicable to 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 will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (15) encumbrances or the properties or assets of any such Personrestrictions contained in agreements governing Indebtedness, other than the Person or the properties or assets of the Person so acquired; provided, however, that such Acquired Indebtedness was not incurred in connection withDisqualified Stock, or in anticipation or contemplationpreferred stock, as applicable, of an acquisition by the Company or the any of its 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 Subsidiaries permitted to be Incurred incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.94.09, provided that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in such Indebtedness Indebtedness, Disqualified Stock or preferred stock, as the case may be, are no not materially less favorable to the Company in any material respect taken as a whole, as determined by the Board of Directors of the Company in their reasonable and good faith judgment faith, than the provisions contained in the Senior Credit Facility Agreement and in this Indenture as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit 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: to (1i) pay dividends or make any other distributions on its Equity Interests owned by the Company or in respect of its Capital Stock; (2) make loans any Subsidiary or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to the Company or any Subsidiary of the Company; or thereof or (3iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of Subsidiary. However, the Company, except for such preceding restrictions shall not apply to the following encumbrances or restrictions existing under or by reason of: (a) applicable lawany encumbrance or restriction in existence on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, restructurings or refinancings, of any of the foregoing agreements or documents, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the 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 pursuant to an agreement relating to an acquisition of property or assets, so long as the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar in any such agreement relate solely to the encumbrances property or assets so acquired (and restrictions contained are not or were not created in anticipation of or in connection with the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may be, taken as a wholeacquisition thereof); (c) non-assignment provisions any encumbrance or restriction which exists with respect to a Person that becomes a Subsidiary or merges with or into a Subsidiary of the Company on or after the Issue Date, which is in existence at the time such 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 contract Person other than such Person or any lease entered into in the ordinary course property or assets of businesssuch 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 Acquired IndebtednessDebt 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 the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided, howeverprovided that, that in the case of Debt, such Acquired Indebtedness Debt was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company or the Restricted Subsidiary; (e) agreements existing on the Issue Date; (f) the Senior Credit Facility and the A/R Facility;terms of this Indenture to be Incurred; and (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture cash or other deposits or net worth imposed by lessors in the holder ordinary course of such Lien; (h) restrictions imposed by business. Nothing contained in this Section 4.8 shall prevent the Company or any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; Subsidiary from (i) Indebtedness creating, incurring, assuming or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only suffering to such Receivables Entity; (j) agreements governing Indebtedness exist any Liens otherwise permitted to be Incurred pursuant to Section 4.9, provided that 4.12 or (ii) restricting the provisions relating to such encumbrances sale or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution any of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, its Subsidiaries that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to secure Debt of the Company or the Holders any of its Subsidiaries Incurred in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)accordance with Section 4.9 and Section 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) make loans with respect to any other interest or advances participation in, or to 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) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (3iii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries, (iv) grant Liens in favor of Holders of Notes or (v) guarantee the CompanyNotes, except in each case for such encumbrances or restrictions existing under or by reason of: of (a) applicable law; Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Indenture and listed on Schedule C attached thereto, (b) the Loan Documents (New Credit Agreement as defined in effect as of the Senior Subordinated Credit Agreement)date of the Indenture, this Indenture and any amendments, modifications, restatements, renewals, increase, supplements, refunding, replacements or encumbrances refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increase, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions substantially similar to the encumbrances and restrictions than those contained in the Loan Documents (as defined New Credit Agreement in effect on the Senior Subordinated Credit Agreement) and this date of the 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; Indenture and the Notes, (d) applicable law, (e) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (f) by reason of customary non-assignment provisions in existing and future leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired and (h) restrictions incurred by the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 any Permitted 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1A) pay cash dividends or make any other distributions cash distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (2B) make loans or advances or to pay any Indebtedness or (other obligation than Subordinated Indebtedness) owed to the Company or any other Guarantor, (C) make any Investment in the Company or any Restricted Subsidiary of the Company; or in whole or in part or (3D) transfer (excluding Liens) any of its property properties or assets to the Company or any other Restricted Subsidiary. However, this covenant will not prohibit any encumbrance or restriction (1) pursuant to an agreement in effect on the date of this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the CompanyCompany on the date of this Indenture, except for in existence at the time such encumbrances Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or restrictions existing under or by reason in contemplation 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 such Person becoming a Restricted Subsidiary, provided that such 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 are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquiredCompany or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; provided(3) pursuant to any agreement of the Company or any Guarantor governing any Indebtedness permitted by clauses (i) or (iii) of the definition of Permitted Indebtedness and as to such clause (iii) as to the assets (and the proceeds thereof) financed with the proceeds of, howeveror used to finance, that 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 incurred entered into in connection withcontemplation of the acquisition, merger or consolidation transaction; (5) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company in the reasonable determination of the Board of Directors or other transactions (in compliance with the terms of this Indenture) which could not reasonably be expected to impair the ability of the Company to timely pay the Securities or to otherwise perform its obligations under this Indenture or the Securities; and (6(6) pursuant to any agreements effecting the ViSalus Recapitalization (it being understood that, for the avoidance of doubt, nothing contained herein shall, or shall be interpreted to, mean that ViSalus will be a Subsidiary of the Company upon the consummation of the ViSalus Mandatory Exchange (as defined in the Consent Agreement) and it is acknowledged that upon such consummation ViSalus will not be a Subsidiary of the Company); and (7) under any agreement that extends, renews, refinances or replaces in whole or in part the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (56), or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; this clause (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 4.967), provided that the provisions relating to terms and conditions of any such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company more restrictive in any material respect taken as determined by the Board of Directors of the Company in their reasonable and good faith judgment a whole than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement those under or substitution of Indebtedness issued, assumed or Incurred pursuant to an the agreement referred to in clause (b)evidencing the Indebtedness so extended, (d)renewed, (e) refinanced or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create Create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions permitted by Applicable Law on any Capital Stock of such Subsidiary owned by the Borrower or in respect of its Capital Stock; any other Subsidiary, (2b) pay any Indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the Company; or or (3d) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary Subsidiary; provided, however, that the foregoing clause shall not apply to encumbrances and restrictions: (a) existing on the Closing Date (including pursuant to the Existing ABL Facility and the Equity Documents), and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the CompanyBoard of Directors, except for such no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of: (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 wholeof Applicable Law; (c) non-assignment provisions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (d) in the case of clause (d) of the first paragraph of this Section 7.11: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (ii) existing by virtue of any lease transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary not otherwise prohibited by this Agreement, (iii) 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 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 or Capitalized Lease Obligations; (e) with respect to a Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property 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; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 cash or other deposits or net worth imposed by customers under contracts entered into in the holder ordinary course of such Lienbusiness; (h) restrictions imposed by arising in connection with any agreement Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Subsidiary of the Borrower permitted to sell assets permitted under this Indenture be incurred subsequent to any Person pending the closing date of such sale;the Closing Date pursuant to the provisions of Section 7.02; and (i) Indebtedness restrictions on cash or other contractual requirements 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 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 business. Nothing contained in such Indebtedness are no less favorable 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 Company in any material respect as determined by the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement Borrower or substitution any of its Subsidiaries that secure Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance Borrower or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)any of its Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary toSubsidiary: (1) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; (2) , or make loans or advances or to pay 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 Companyability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) to make loans or advances to the Company or any other Restricted Subsidiary; or (3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary of Subsidiary. (b) The restrictions in Section 4.08(a) are collectively referred to herein as a “Payment Restriction.” However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; (b) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Loan Documents (as defined Company or any Restricted Subsidiary, or customary restrictions in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar licenses relating to the encumbrances property covered thereby 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; (d2) any instrument governing Acquired IndebtednessIndebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such other Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided, however, provided that such Acquired Indebtedness was not incurred in connection with, or Incurred in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiarysuch acquisition; (e3) agreements existing any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, provided that (a) 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; (f4) the Senior Revolving Credit Facility and the A/R Facility; (g) restrictions Agreement as in effect on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by Issue Date or any agreement to sell assets permitted under this Indenture to any Person pending that amends, modifies, supplements, restates, extends, renews, refinances or replaces 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 4.9Revolving Credit Agreement, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness terms and conditions of any Payment Restrictions thereunder are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions Payment Restrictions contained in the Senior Revolving Credit Facility Agreement as in effect on the Issue Date; (5) this Indenture, the Notes and the Subsidiary Guarantees; or (k6) an agreement effecting a refinancingthe Convertible Notes Indentures, replacement or substitution of Indebtedness issuedthe New Convertible Notes and any subsidiary guarantees thereof, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that each case as in effect on the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Issue 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 Subsidiaries to, directly or indirectlyindirectly make any Restricted Payment or immediately after giving effect thereto, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Company, Borrower or any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company Company, Borrower or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rules, regulations and/or orders; (bii) the Loan Documents (as defined in the Senior Subordinated Credit Agreementincluding, 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 Indenture Agreement or the indenture relating to the Permanent Securities), provided that encumbrances or restrictions substantially similar contained in such other indenture are no less favorable to the encumbrances Company in any material respect as determined by the Board of Directors of the Company in their reasonable and restrictions contained good faith judgment than those in the Loan Documents (as defined in the Senior Subordinated Credit this Agreement) and this Indenture, as the case may be, taken as a whole; (ciii) customary non-assignment provisions of any contract or any lease entered into in governing a leasehold interest of the ordinary course Company or any Restricted Subsidiary of businessthe Company; (div) any instrument agreements existing at the time of any merger or consolidation with any Person or the acquisition of any Person or the properties or assets of such Person (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person merged or consolidated with or so acquiredacquired or any subsidiary of such Person and as amended or modified; provided, however, that any such Acquired Indebtedness was not incurred in connection with, amendment 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 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; (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 the Senior Credit Facility such agreements or instruments as in effect on the Issue Closing Date; or; (kvi) an restrictions imposed by any agreement effecting a refinancing, replacement to sell assets or substitution Capital Stock permitted under this Agreement to any Person pending the closing of Indebtedness issued, assumed such sale; (vii) any agreement or Incurred pursuant to an agreement referred to in clause (b), (d), (e) instrument governing Capital Stock of any Person that is acquired and as amended or (f) above; modified provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement amendment or substitution agreement are modification is no less favorable to the Company or the Holders 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 at the time of execution of such amendment or modification; (xii) customary restrictions in construction loans, purchase money obligations, Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary of the Company to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (xiii) 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; (xiv) customary provisions in Hedging Obligations permitted under this Agreement and entered into in the ordinary course of business; (xv) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company in any manner material to the Company or such Restricted Subsidiary; (xvi) encumbrances or restrictions imposed by indentures or other similar instruments governing other Indebtedness Incurred by the Company or any Restricted Subsidiary of the Company (and if such Indebtedness is guaranteed, by the guarantors of such Indebtedness) ranking equally with the Loans and the Exchange Notes (or any guarantee), provided that the encumbrances or restrictions imposed by such other indentures or instruments are not materially more restrictive taken as a whole than the encumbrances or restrictions imposed by this Agreement; and (xvii) encumbrances or restrictions imposed by Credit Facilities (other than the Senior Secured Credit Facilities); provided that the provisions relating to such encumbrances or restrictions contained in such Credit Facilities are no less favorable to the Company in any material respects (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) than the provisions relating to such encumbrance encumbrances or restriction restrictions contained in agreements referred to the Senior Secured Credit Facilities as in effect on the Closing Date and as amended or modified, so long as such clause (b)amendment or modification is not materially more restrictive, (d)taken as a whole, (e) as at the time of execution of such amendment or (f)modification.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall may not, and shall may not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) of the Company to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to Stock owned by the Company or any other Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to . Notwithstanding the foregoing, the Company may, and may permit any Subsidiary to, suffer to exist any such encumbrance or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason ofrestriction: (a) applicable lawpursuant to any agreement in effect on the date of original issuance of the Securities; (b) pursuant to an agreement relating to any indebtedness incurred by a Person (other than a Subsidiary of the Loan Documents (as defined in Company existing on the Senior Subordinated Credit Agreement), this Indenture date of original issuance of the Securities or encumbrances or restrictions substantially similar any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the encumbrances date on which such Person became a Subsidiary of the Company and restrictions contained outstanding on such date and not incurred in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may be, taken as anticipation of becoming 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 IndebtednessSubsidiary, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (ec) 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 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 Issue Date; or (k) an agreement effecting a refinancingrenewal, replacement extension, refunding or substitution refinancing of Indebtedness issued, assumed or Incurred indebtedness incurred pursuant to an agreement referred to in clause (b), (d), (e) or (fa) above; , provided, however, that the provisions contained in such renewal, extension, refunding or refinancing agreement relating to such encumbrance or restriction are no more restrictive, taken as a whole, than the provisions contained in any such refinancingthe agreement the subject thereof, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined in good faith by the Board of Directors and evidenced by a resolution of the Board of Directors filed with the Trustee; (d) with respect to a Subsidiary of the Company than imposed pursuant to an agreement which has been entered into for the provisions relating to 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; (e) if such encumbrance or restriction contained in agreements referred is the result of applicable corporate law or regulation relating to in such clause (b), (d), (e) the payment of dividends or (f)distributions.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries on its Capital StockStock or (b) pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a) applicable lawthe Credit Facilities or any instrument governing Existing Indebtedness, each as in effect on the Initial Issuance Date; (b) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to and 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 wholeNotes; (c) non-assignment provisions of any contract or any lease entered into in the ordinary course of businessapplicable law; (d) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, Person or the properties or assets of any such Person, other than the Person 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; (e) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (f) any mortgages, pledges or other security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent the encumbrances or restrictions they contain restrict the transfer of the 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 business and Capital Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) 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 Restricted Subsidiary (or any of its properties or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or properties or assets of such Restricted Subsidiary (or 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 are subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (hrestriction) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such salesale or disposition; (i) Indebtedness customary provisions in bona fide contracts for the sale of properties or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entityassets; (j) customary provisions in joint venture agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided and similar agreements that restrict the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board transfer of Directors of the Company in their reasonable and good faith judgment than the provisions contained interests in the Senior Credit Facility as in effect on the Issue Datejoint venture; or (k) an agreement effecting a refinancing, replacement or substitution of Permitted Refinancing Indebtedness issued, assumed or Incurred pursuant with respect to an agreement any Indebtedness referred to in clause clauses (a) and (b), (d), (e) or (f) above; provided, however, provided that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing such refinancingPermitted Refinancing Indebtedness are not materially more restrictive, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect taken as determined by the Board of Directors of the Company a whole, than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (b), (d), (e) or (f)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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit 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: to (1i) pay dividends or make any other distributions on its Equity Interests owned by the Company or in respect of its Capital Stock; (2) make loans any Subsidiary or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, (ii) make loans or advances to the Company or any Subsidiary of the Company; or thereof or (3iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of Subsidiary. However, the Company, except for such preceding restrictions shall not apply to the following encumbrances or restrictions existing under or by reason of: (a) applicable lawany encumbrance or restriction in existence on the 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 foregoing agreements or documents, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the 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 pursuant to an agreement relating to an acquisition of property or assets, so long as the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar in any such agreement relate solely to the encumbrances property or assets so acquired (and restrictions contained are not or were not created in anticipation of or in connection with the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may be, taken as a wholeacquisition thereof); (c) non-assignment provisions any encumbrance or restriction which exists with respect to a Person that becomes a Subsidiary or merges with or into a Subsidiary of the Company on or after the Issue Date, which is in existence at the time such 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 contract Person other than such Person or any lease entered into in the ordinary course property or assets of businesssuch 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 Acquired IndebtednessDebt 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 the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided, howeverprovided that, that in the case of Debt, such Acquired Indebtedness Debt was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company or the Restricted Subsidiary; (e) agreements existing on the Issue Date; (f) the Senior Credit Facility and the A/R Facility;terms of this Indenture to be Incurred; and (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture cash or other deposits or net worth imposed by lessors in the holder ordinary course of such Lien; (h) restrictions imposed by business. Nothing contained in this Section 4.8 shall prevent the Company or any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; Subsidiary from (i) Indebtedness creating, incurring, assuming or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only suffering to such Receivables Entity; (j) agreements governing Indebtedness exist any Liens otherwise permitted to be Incurred pursuant to Section 4.9, provided that 4.12 or (ii) restricting the provisions relating to such encumbrances sale or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution any of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, its Subsidiaries that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to secure Debt of the Company or the Holders any of its Subsidiaries Incurred in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)accordance with Section 4.9 and Section 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 of its Restricted Subsidiaries to, directly or indirectly, their Subsidiaries) create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions permitted by Applicable Law on any Equity Interests of such Subsidiary owned by such Loan Party or in respect any other Subsidiary of its Capital Stock; such Loan Party; (2b) pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower; (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the CompanyBorrower; or or (3d) transfer any of its property or assets Property to the Company Borrower or any other Restricted Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason ofthe following: (ai) applicable lawany such encumbrance or restriction existing on the Effective Date and set forth on Schedule 7.6; (bii) the Loan Documents (as defined any such encumbrance or restriction existing in the Senior Subordinated Credit AgreementNotes Indentures and any extensions, refinancings, renewals or replacements thereof permitted by Section 7.9(h), this Indenture or encumbrances or restrictions substantially similar to ; provided that the encumbrances and restrictions contained in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Loan Documents (as defined Lenders than those encumbrances or restrictions that are then in the Senior Subordinated Credit Agreement) effect and this Indenturethat are being extended, as the case may berefinanced, taken as a wholerenewed or replaced; (ciii) non-assignment provisions any such encumbrance or restriction existing with respect to any Person or the Property of any contract such Person acquired by such Loan Party or any lease entered into of its Subsidiaries, existing at the time of such acquisition and not incurred in the ordinary course of business; (d) any instrument governing Acquired Indebtednesscontemplation thereof, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties Property of any Person other than such Person or assets the Property of the such 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 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 Issue Date; or (kiv) an agreement effecting with respect to a refinancingSubsidiary, replacement any such encumbrance or substitution of Indebtedness issued, assumed or Incurred restriction imposed pursuant to an agreement referred to in clause (b), (d), (e) that has been entered into for the sale or (f) above; provided, however, that the provisions relating to such encumbrance disposition of all or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors substantially all of the Company than the provisions relating to Equity Interests or Property of such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Subsidiary not prohibited by any other provision of this Agreement.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), 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 Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may beSecond 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 or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 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 Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no not materially less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility Facilities as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of its the Company, Restricted Subsidiaries Affiliate or Restricted Subsidiary of a Restricted Affiliate to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate (1i) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed Stock to the Company or any other Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate or pay any Debt or other obligation owed to the Company or any other such Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate; or (3ii) to make loans or advances to the Company or any other Restricted Subsidiary 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 Subsidiary of the Company, except for 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, suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason of:restriction (a) applicable lawpursuant to any agreement in effect on the date of original issuance of the Securities; (b) pursuant to an agreement relating to any Debt Incurred by a Person (other than a Restricted Subsidiary of the Loan Documents (as defined in Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate existing on the Senior Subordinated Credit Agreement)date of original issuance of the Securities or any Person carrying on any of the businesses of any such Restricted Subsidiary of the Company, this Indenture Restricted Affiliate or encumbrances or restrictions substantially similar Restricted Subsidiary of a Restricted Affiliate) prior to the encumbrances date on which such Person became such a Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate and restrictions contained outstanding on such date and not Incurred in anticipation of becoming such a Restricted Subsidiary of the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this IndentureCompany, as the case may be, taken as Restricted Affiliate or Restricted Subsidiary of 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 IndebtednessRestricted Affiliate, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (ec) 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 existing 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 Issue DateSecurities, such determination to be confirmed not less frequently than once a year by an Officer's Certificate delivered to the Trustee; (fd) 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 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 Issue Date; or (k) an agreement effecting a refinancingrenewal, replacement refunding or substitution extension of Indebtedness issued, assumed or Debt Incurred pursuant to an agreement referred to in clause (b), (d), (ea) or (fb) or (c) above; , provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders more restrictive in any material respect as determined by the Board of Directors of the Company than the provisions relating 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; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a capital lease) securing Debt of a Restricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business consistent with past practices in leases to the extent such provisions restrict the transfer or subletting of any such lease; (g) any restriction with respect to a Restricted Subsidiary of the 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 Restricted Subsidiary or Restricted Affiliate, 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; or (h) such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) is the result of applicable law or (f)regulation.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; provided that (i) 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 its common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to pay or make dividends or distributions on Capital StockStock for purposes of this Section 4.08 and (ii) the subordination of indebtedness owed to the Company or any Restricted Subsidiary to other indebtedness incurred by any Restricted Subsidiary shall not be deemed a restriction on the ability to pay indebtedness; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary of to other Indebtedness incurred by the CompanyCompany or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. However, the preceding restrictions of the Company, except for such this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; agreements (bincluding in respect of any First Out Credit Facility and the indentures governing the Existing Unsecured Notes) as in effect on the Loan Documents Date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements (as defined or the agreements referred to in the Senior Subordinated Credit Agreementthis clause (1)), or the Indebtedness to which those agreements (or the agreements referred to in this Indenture clause (1)) relate, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements 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 berefinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Date of this Indenture, as determined in good faith by the Company; (c2) the Note Documents; (3) Applicable Law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; (5) instruments governing other Indebtedness of the Company or any of its Restricted Subsidiaries or Disqualified Stock of the Company or Preferred Stock of any Restricted Subsidiary permitted to be incurred pursuant to Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the provisions relating to such encumbrance or restriction contained in such instruments are not materially more restrictive, taken as a whole, than the provisions contained in the Credit Agreement, in the indentures governing the Existing Unsecured Notes or in this Indenture as in effect on the Date of this Indenture, as determined in good faith by the Company; (6) customary non-assignment provisions of any contract in Hydrocarbon purchase and sale or any lease exchange agreements or similar operational agreements or in licenses, easements or leases, in each case entered into in the ordinary course of business; (d7) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired for use in the business of the Company or any Restricted Subsidiary that impose restrictions on that property purchased or leased of the nature described in clause (3) of the preceding paragraph; (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined in good faith by the Company; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in Joint Venture agreements, asset sale agreements, sale leaseback agreements, stock sale agreements, shareholders’ agreements, partnership agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into (a) in the ordinary course of business or (b) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements; (12) any agreement or instrument governing Acquired Indebtednessrelating to any property or assets acquired after the Date of this Indenture, which so long as such encumbrance or restriction relates only to the property or assets so acquired and is not applicable and was not created in anticipation of such acquisition; (13) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth requirements imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments”; (15) Hedging Contracts permitted from time to time under this Indenture; (16) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Equity Interests (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Equity Interests); (17) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, taken as a whole, detract from the value of, or from the ability of the Company and its Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary of Subsidiary, as determined in good faith by the Company, ; (18) provisions restricting subletting or the properties or assets assignment of any such Person, other than the Person lease governing a leasehold interest (including leases governing leasehold interests or the properties farm-in agreements or assets farm-out agreements relating to leasehold interests in crude oil and natural gas properties) 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 any Restricted Subsidiary; , or restrictions in licenses (eincluding licenses of intellectual property) relating to the property covered thereby, or other encumbrances or restrictions in agreements existing on or instruments relating to specific assets or property that restrict generally 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 transfers 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 Transactionproperty; 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 do not materially affect the Company in any material respect as determined by the Board of Directors ability of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect to permit payments on the Issue DateNotes when due as required by the terms of this Indenture; orand (k19) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Permitted Investment.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: to (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock; any other Restricted Subsidiary, (2) pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary, (3) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the Company; or or (34) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) The restrictions set forth in clause (a) above shall not apply to any encumbrances or restrictions restrictions: (i) existing under or by reason of: reasons of (a) applicable law; (bA) the Loan Documents Securities or this Indenture, or (as defined in B) agreements governing other Indebtedness existing on the Senior Subordinated Issue Date including the Existing Notes, the Existing Notes Indenture and the Credit Agreement), this Indenture and any amendments, modifications, extensions, refinancings, renewals or encumbrances or restrictions substantially similar to replacements thereof; provided that the encumbrances and restrictions contained in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indentureany such amendments, as the case may bemodifications, extensions, refinancings, renewals or replacements taken as a whole; (c) non-assignment provisions of any contract or any lease entered into whole are, in the ordinary course good faith judgment of business; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 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 Issue Date; or (k) an agreement effecting a refinancingIssuer, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, modified, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Issuer or any Restricted Subsidiary, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Issuer’s Board of Directors 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; (iv) in the case of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (ea)(4) or (f).of this Section 4.13:

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on or in respect of its Capital 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 Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except except, in each case, for such encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (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 wholeNotes and any Guarantees; (c) customary non-assignment provisions of any contract or any lease entered into in lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the ordinary course of businessCompany; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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 to the extent and in the manner such agreements are in effect on the Issue Date; (f) the Senior Credit Facility Bank Facility, an agreement governing other Pari Passu Indebtedness permitted to be incurred under this Indenture, including a Qualified Securitization Financing, 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 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 A/R Facilityagreements 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) Indebtedness such encumbrances or other contractual requirements of restrictions being binding on a Receivables Entity in connection with Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Qualified Receivables Transaction; Restricted Subsidiary, provided that such encumbrances or restrictions apply only to are not entered into solely in contemplation of such Receivables EntityPerson becoming a Restricted Subsidiary; (j) customary provisions in joint venture agreements governing 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 permitted to be Incurred issued, assumed or incurred pursuant to Section 4.9an agreement referred to in clauses (b), (d), (e) and (f) above; provided that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in any such Indebtedness agreement, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (b), (d), (e) or 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 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 that are not Domestic Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; , (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law; ; (b2) 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; ; (c3) customary non-assignment provisions of any contract or any lease entered into in the ordinary course of business; business and consistent with past practices governing a leasehold interest of any Restricted Subsidiary; (d4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (e5) agreements existing on the Issue Date; (f) , including, without limitation, the Senior Credit Facility Facility, to the extent and in the A/R Facility; (g) restrictions manner such agreements are in effect on the transfer of assets subject to any Lien permitted under this Indenture imposed Issue Date; (6) customary Liens granted by the holder of such Lien; (h) restrictions imposed by Company or any agreement Restricted Subsidiary to sell assets permitted under this Indenture to any Person pending the closing of such sale; (i) secure Senior Indebtedness or other contractual requirements Senior Indebtedness of a Receivables Entity in connection with a Qualified Receivables TransactionRestricted Subsidiary; provided that such restrictions apply only to such Receivables Entity; (j7) agreements an agreement governing Indebtedness permitted incurred to be Incurred Refinance the Indebtedness issued, assumed or incurred pursuant to Section 4.9an agreement referred to in clause (2), provided (4) or (5) above; provided, however, that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b2), (d), (e4) or (f5); (8) Purchase Money Indebtedness for property or assets acquired in the ordinary course of business that only imposes encumbrances or restrictions on the property so acquired; (9) Permitted Liens; and (10) any agreement for the sale or disposition of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that such encumbrances and restrictions are only applicable to such assets or Restricted Subsidiary, as applicable, and any such sale or disposition is made in compliance with Section 4.06 to the extent applicable thereto.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1A) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (2B) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (C) make any Investment in the Company or any other Restricted Subsidiary of the Company; or or (3D) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. However, this covenant does not prohibit any encumbrance or restriction (1) pursuant to an agreement in effect on the date of the Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the CompanyCompany on the date of this Indenture, except for in existence at the time such encumbrances Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or restrictions existing under or by reason in contemplation 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 such Person becoming a Restricted Subsidiary, provided that such 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 are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; ; (e3) agreements existing on under 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 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 Issue Datedate of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not more restrictive in the aggregate (as determined in the good faith judgment of the Company's Board of Directors) with respect to such dividend and other payment restrictions than those contained in the Credit Facility as in effect on the date of the Indenture; or (k4) an agreement effecting under this Indenture and the Securities (including the Additional Securities); (5) under any applicable law, rule, regulation or order; (6) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (7) 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; (8) under contracts for the sale of assets, including without limitation customary restrictions with respect to a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred Subsidiary pursuant to an agreement referred to 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; and (9) under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (8), or in this clause (b9), (d), (e) or (f) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in terms and conditions of any such refinancing, replacement encumbrances or substitution agreement restrictions are no less favorable to the Company or the Holders more restrictive in - 138 - 152 any material respect as determined by than those under or pursuant to the Board of Directors of agreement evidencing the Company than the provisions relating to such encumbrance Indebtedness so extended, renewed, refinanced or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)replaced.

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or Subsidiary, (3) make any Investment in the Company or any other Restricted Subsidiary or (4) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. However, this covenant does not prohibit any encumbrance or restriction (1) pursuant to an agreement in effect on the date of this Indenture and listed on Schedule II to this Indenture; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the CompanyCompany on the date of the Indenture, except for in existence at the time such encumbrances Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or restrictions existing under or by reason in contemplation 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 such Person becoming a Restricted Subsidiary, provided that such 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 are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; ; (e3) pursuant to any agreement governing any Indebtedness represented by Capital Lease Obligations or Purchase Money Obligations permitted to be incurred under the provisions of the covenant described in Section 1008 hereof as to the assets financed with the proceeds of such Indebtedness; (4) existing under applicable law or any requirement of any regulatory body; (5) which is customarily contained in non-assignment provisions in leases, licenses or contracts; (6) which is customarily contained in (A) asset sale agreements existing on permitted to be incurred under the Issue Date; (f) the Senior Credit Facility and the A/R Facility; (g) restrictions on provisions of Section 1012 hereof that limit the transfer of such 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; sale and (iB) Indebtedness any other agreement for the sale or other contractual requirements disposition of a Receivables Entity Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (7) which is customarily contained in connection with a Qualified Receivables Transaction; provided that security agreements or mortgages securing Indebtedness permitted under the Indenture to the extent such restrictions apply only restrict the transfer of property subject to such Receivables Entity; security agreements or mortgages; and (j8) under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9through (7), or in this clause (8), provided that the provisions relating to terms and conditions of any such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company more restrictive in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement those under or substitution of Indebtedness issued, assumed or Incurred pursuant to an the agreement referred to in clause (b)evidencing the Indebtedness so extended, (d)renewed, (e) refinanced or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(a) pay dividends or make any other distributions on to the Company or in respect any of its Capital Stock; Restricted Subsidiaries (1) on its Equity Interests or (2) make loans with respect to any other interest or advances participation in, or to measured by, its profits, or (b) pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary of the Company; or Subsidiary, or (3iv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries. However, the Company, except for such foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (a) applicable law; the Revolving Credit Facility, the Indenture, the Security Documents and the Securities, (b) the Loan Documents (as defined in the Senior Subordinated Credit Agreement)applicable law, 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 IndebtednessIndebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; providedprovided that, howeverin the case of Indebtedness, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company or terms of this Indenture to be Incurred, (d) customary non-assignment provisions in leases, licenses and other contracts and other contracts entered into in the Restricted Subsidiary; ordinary course of business and consistent with past practices, (e) agreements existing purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) of this Section 10.11 above on the Issue Date; (f) the Senior Credit Facility and the A/R Facility; property so acquired, (g) restrictions on any agreement for the transfer sale of assets subject to any Lien permitted under this Indenture imposed by the holder a Subsidiary or a substantial portion of such Lien; Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided that the restrictions imposed contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by any agreement to sell assets permitted under this Indenture to any Person pending the closing Board of such sale; Directors, (i) Indebtedness provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other contractual requirements similar agreements entered into in the ordinary course of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; business, (j) agreements restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred pursuant to Section 4.9, under this Indenture; provided that the provisions relating to such encumbrances or terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to the Borrower or in respect any of its Restricted Subsidiaries; provided, that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on Capital StockStock shall not be deemed a restriction on the ability to make distributions on Capital Stock for purposes of this covenant; (2ii) make loans or advances to, or to pay any Indebtedness or other obligation Obligations owed to, the Borrower or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company Borrower or any other such Restricted Subsidiary of to other Indebtedness incurred by the CompanyBorrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3iii) transfer any of its property properties or assets to the Company Borrower or any other of its Restricted Subsidiary of the Company, except for such Subsidiaries. (b) The restrictions in Section 7.02(a) will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law; agreements (bx) as in effect on the date of this Agreement (including, without limitation, the ABL Credit Agreement, the 2019 Indenture and the 2019 Notes) and (y) the Loan Documents (as defined 2022 Indenture and the 2022 Notes, and, in each case, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Senior Subordinated Credit Agreement)Indebtedness to which they relate, this Indenture provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements 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 berefinancings are no more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Agreement; (cii) non-assignment this Agreement and the other Loan Documents; (iii) applicable Laws; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Agreement to be incurred; (v) Capital Lease Obligations, sale and leaseback transactions, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of Section 7.02(a); (vi) restrictions imposed under any agreement to sell Equity Interests or assets to any Person that imposes restrictions on that property of the nature described in clause (iii) of Section 7.02(a) pending the closing of such sale; (vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Borrower that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 7.06 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) customary provisions in joint venture agreements, partnership agreements, limited liability company organizational documents, shareholder agreements and other similar agreements entered into in the ordinary course of business or that have been approved by the Board that restrict the disposition or distribution of ownership interests in or assets of such joint venture, partnership, limited liability company, corporation or similar Person; (xi) any contract agreement or instrument relating to any lease property or assets acquired after the date of this Agreement, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (dxiii) encumbrances or restrictions contained in, or in respect of, Swap Contracts permitted under this Agreement from time to time; (xiv) with respect to any instrument governing Acquired IndebtednessForeign Subsidiary, which any encumbrance or restriction is 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 Borrower determines in good faith that any such encumbrance or restriction will not applicable materially affect the Borrower’s ability to make principal or interest payments on the Company Obligations of the Borrower under this Agreement; (xv) restrictions 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 Borrower or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof; (xvi) restrictions in respect of the Companysubletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset entered into in the ordinary course of business; (xvii) restrictions existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, the properties or assets of any such Person, other than the Person or the properties property or assets of the Person so acquiredBorrower or any Restricted Subsidiary subject to such transaction not otherwise prohibited by this Agreement; and (xviii) any other agreement governing Indebtedness of the Borrower or any Restricted Subsidiary that is permitted to be incurred under Section 7.03; 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 are not materially more restrictive, taken as a whole, than those contained in such Indebtedness are no less favorable (x) the ABL Credit Agreement, with respect to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility credit agreements or (y) this Agreement as in effect on the Issue Date; or (k) an agreement effecting a refinancingdate of this Agreement, replacement with respect to indentures or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)term loan B facilities.

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 Guarantee) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions distribution on or in respect of its Capital Stock (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 make distributions on Capital Stock; ); (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation, order, grant or governmental permit; (bii) 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; (ciii) the Credit Agreement; (iv) customary non-assignment provisions of any contract contract, license or any lease entered into in of any Restricted Subsidiary of the ordinary course of businessCompany; (dv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (evi) agreements existing or entered into on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (fvii) purchase money obligations for property acquired in the Senior Credit Facility and ordinary course of business or Capitalized Lease Obligations that impose restrictions of the A/R Facilitynature discussed in clause (c) above on the property so acquired; (gviii) contracts for the sale of assets, including, without limitation, customary restrictions on with respect to a Restricted Subsidiary of the transfer Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets subject to any Lien permitted under this Indenture imposed by the holder of such LienRestricted Subsidiary; (hix) restrictions imposed by any agreement secured Indebtedness otherwise permitted to sell be incurred pursuant to Sections 4.4 and 4.16 that limit the right of the debtor to dispose of the assets permitted under this Indenture to any Person pending the closing of securing such saleIndebtedness; (ix) Indebtedness 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 contractual requirements agreements entered into by the Company or any Restricted Subsidiary; (xii) any restriction in any agreement or instrument of a Receivables Entity in connection with Subsidiary governing a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (jxiii) any agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (i) through (xii) above; provided, however, that the -------- ------- provisions relating to such encumbrance or restriction contained in any such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses; or (xiv) any agreement governing Indebtedness permitted to be Incurred incurred pursuant to Section 4.9, 4.4; provided that the provisions relating to such encumbrances -------- encumbrance or restrictions restriction contained in such Indebtedness Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility Agreement or in this Indenture as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital StockStock or (B) with respect to any other interest or participation in, or measured by, its profits, or of its Restricted Subsidiaries; (2ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3iii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (b) The provision of the Company, except for such Section 4.16(a) will not apply to encumbrances or restrictions existing under or by reason of: (ai) Existing Indebtedness as in effect on the Issue Date; (ii) the New Credit Facility as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date hereof; (iii) this Indenture and the Securities; (iv) applicable law, rules or regulations, or any order or ruling by a Governmental Authority or a Gaming Authority; (bv) any instrument of a Person acquired by the Loan Documents Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (as defined but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, PROVIDED that, in the Senior Subordinated Credit Agreement)case of Indebtedness, such Indebtedness was permitted by the terms of 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 wholebe incurred; (cvi) customary non-assignment provisions of any contract in leases, licenses, encumbrances, contracts or any lease similar agreements entered into or acquired in the ordinary course of business; (dvii) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to purchase money obligations for property acquired in the Company or any Restricted Subsidiary ordinary course of business that impose restrictions of the Company, or nature described in clause (iii) of Section 4.16(a) on the properties or assets of any such Person, other than the Person or the properties or assets of the Person property 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; (eviii) agreements existing on contracts for the Issue Date; (f) the Senior Credit Facility and the A/R Facility; (g) sale of assets, including, without limitation, customary restrictions on the transfer of assets subject with respect 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred Subsidiary pursuant to an agreement referred to in clause that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; and (b)ix) Permitted Refinancing Indebtedness, (d), (e) or (f) above; provided, however, PROVIDED that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing such refinancing, replacement or substitution agreement Permitted Refinancing Indebtedness are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company more restrictive than the provisions relating to such encumbrance or restriction those contained in the agreements referred to in such clause (b), (d), (e) or (f)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 Subsidiaries to, directly or indirectly, create Create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: of its Subsidiaries to (1a) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Subsidiary owned by the Borrower or in respect any other of its Capital Stock; Subsidiaries, (2b) pay any Indebtedness owed to the Borrower or any other of its Subsidiaries, (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the Company; or its Subsidiaries, or (3d) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary of its Subsidiaries, other than: (i) encumbrances and restrictions existing on the CompanyEffective Date and set forth on Schedule 6.5 incurred in connection with obligations existing on the Effective Date or any extension or refinancing thereof (excluding any amendment or modification expanding the scope of any such encumbrance or restriction); (ii) encumbrances and restrictions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any of its Subsidiaries, except for existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions existing under are not applicable to any Person or by reason of: (a) applicable lawthe property or assets of any Person other than such Person or the property or assets of such Person so acquired; (biii) the Loan Documents (as defined customary restrictions and conditions contained in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar 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 subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; and (v) encumbrances and restrictions contained in the Loan Documents terms of any Indebtedness incurred in accordance with Section 6.8 or any agreement pursuant to which such Indebtedness was issued if (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the Administrative Agent or the Lenders than is customary in comparable financings (as defined determined by the Borrower in good faith), and (iii) such encumbrance or restriction would not materially affect the Senior Subordinated Credit Agreement) and this Indenture, Borrower’s ability to make principal or interest payments on the Revolving Loans (as determined by the case may be, taken as a wholeBorrower in good faith); (cvi) non-assignment purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (vii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (viii) Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Permitted Lien; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of any contract business that restrict the transfer of assets or any lease ownership interests in such partnership, limited liability company, joint venture or similar Person; (x) provisions with respect to the disposition or 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 ordinary course of business;; and (dxii) any instrument governing Acquired Indebtedness, which encumbrance encumbrances or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 amendments or refinancings of the closing of such sale; (i) Indebtedness contracts, instruments or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; obligations above 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 amendments or refinancings are no more materially restrictive with respect to such encumbrances or and restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating those prior to such encumbrance amendment or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1A) pay dividends or make any other distributions distribution on or in respect of its Capital Stock; Stock or any other interest or participation in or measured by its profits, (2B) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (C) make any Investment in the Company or any other Restricted Subsidiary of the Company; or or (3D) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. However, this covenant will not prohibit any encumbrance or restriction (1) pursuant to an agreement in effect on the date hereof; (2) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the CompanyCompany on the date of this Indenture, except for in existence at the time such encumbrances Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or restrictions existing under or by reason in contemplation 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 such Person becoming a Restricted Subsidiary; provided that such 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 are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquiredCompany or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; provided, however, that such (3) pursuant to any agreement of a Guarantor governing any Indebtedness permitted by clause (i) of the definition of Permitted 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 incurred entered into in connection withcontemplation of the acquisition, merger or consolidation transaction; (5) on cash or other deposits or net worth imposed by customers or sureties under contracts entered into in the ordinary course of business; (6) pursuant to contracts for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of such Subsidiary; (7) pursuant to 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 that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (9), or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; this clause (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 Transaction10); 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 terms and conditions of any such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company more restrictive in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement those under or substitution of Indebtedness issued, assumed or Incurred pursuant to an the agreement referred to in clause (b)evidencing the Indebtedness so extended, (d)renewed, (e) refinanced or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries (other than Non-Recourse Subsidiaries) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans Stock or advances or to pay any Indebtedness or other obligation Debt owed to the Company or any other Restricted Subsidiary of its Subsidiaries, (b) make loans or advances to the Company; or Company or any of its Subsidiaries, (3c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (d) incur or suffer to exist Liens in favor of the CompanyHolders, except for such encumbrances or restrictions existing under or by reason ofof any of the following: (a1) applicable law; (b2) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to and the encumbrances and restrictions contained in indenture governing the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may be, taken as a wholeDeferred Coupon Notes; (c3) non-customary provisions restricting subletting or assignment provisions of any contract lease or any lease entered into in the ordinary course of businesslicense or other commercial agreement; (d4) any instrument governing Acquired IndebtednessDebt of any Person, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the such Person and its Subsidiaries, or the properties property or assets of the such Person and its Subsidiaries, so acquired; (5) the Liens specifically permitted by Section 4.11; provided, however, provided that such Acquired Indebtedness was not incurred in connection withLiens and the terms governing such Liens do not, directly or in anticipation or contemplationindirectly, of an acquisition by restrict the Company or its Subsidiaries from granting other Liens, except as to the Restricted Subsidiaryassets subject to such Liens; (e6) agreements the Credit Agreements, the Receivables Financing Agreement or other Debt existing on the Issue Date;; and (f7) any Refinancing of the Senior Credit Facility and Agreements, the A/R Facility; (g) restrictions Receivables Financing Agreement or any such other Debt existing 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 TransactionIssue Date; provided that the terms and conditions of any such restrictions apply only to such Receivables Entity; (j) Refinancing 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 the terms described under clauses (a)-(d) above are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions those contained in the Senior Credit Facility as in effect on agreements governing the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Debt being Refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(a) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries on its (1) Capital Stock; Stock or (2) make loans with respect to any other interest or advances participation in, or to measured by, its profits, or (b) pay any Indebtedness or other obligation indebtedness owed to the Company or any other Restricted Subsidiary of its Subsidiaries, (ii) make loans or advances to the Company; or Company or any of its Subsidiaries or (3iii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (a) applicable law; Existing Indebtedness as in effect on the date of this Indenture, (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 beNotes and the Guarantees, taken as a whole; (c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; applicable law, (d) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided, howeverprovided that, that in the case of Indebtedness, such Acquired Indebtedness was not permitted to be incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiary; terms of this Indenture, (e) agreements existing on customary non-assignment provisions in leases entered into in the Issue Date; ordinary course of business and consistent with past practices, (f) purchase money obligations for property acquired in the Senior Credit Facility and ordinary course of business that impose restrictions of the A/R Facility; nature described in clause (iii) above on the property so acquired, or (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 4.9Permitted Refinancing Debt, provided that the provisions relating to such encumbrances or restrictions contained in the agreements governing such Indebtedness Permitted Refinancing Debt are no less favorable to the Company in any material respect more restrictive taken as determined by the Board of Directors of the Company in their reasonable and good faith judgment a whole than the provisions those contained in the Senior Credit Facility as in effect on agreements governing the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (a) on its Capital Stock; Stock or (2b) make loans with respect to any other interest or advances participation in, or to measured by, its profits, (ii) pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (iii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries or (3iv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (a) applicable law; Existing Indebtedness as in effect on the date of this Indenture, (b) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to and the encumbrances and restrictions contained in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this IndentureNotes, 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; applicable law, (d) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person 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 Consolidated Cash Flow of such encumbrances or restrictions contained Person is not taken into account in determining whether such Indebtedness are no less favorable to the Company in any material respect as determined acquisition was permitted by the Board terms 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d)this Indenture, (e) or customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) above; providedPurchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired, howeveror (g) Refinancing Indebtedness, provided that the provisions relating to such encumbrance or restriction restrictions contained in any the agreements governing such refinancing, replacement or substitution agreement Refinancing Indebtedness are no less favorable more restrictive with respect to the Company or the Holders provisions set forth in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (bi), (dii), (eiii) or and (f)iv) above than those contained in the agreements governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary toSubsidiary: (1) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock; (2) , or make loans or advances or to pay 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 Companyability to make dividends or distributions on Capital Stock for purposes of this Section 4.08; (2) to make loans or advances to the Company or any other Restricted Subsidiary; or (3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary of Subsidiary. (b) The restrictions in ‎Section 4.08(a) are collectively referred to herein as a “Payment Restriction.” However, the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; (b) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Loan Documents (as defined Company or any Restricted Subsidiary, or customary restrictions in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar licenses relating to the encumbrances property covered thereby 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; (d2) any instrument governing Acquired IndebtednessIndebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such other Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided, however, provided that such Acquired Indebtedness was not incurred in connection with, or Incurred in anticipation or contemplation, of an acquisition by the Company or the Restricted Subsidiarysuch acquisition; (e3) agreements existing any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, provided that (a) 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; (f4) the Senior Revolving Credit Facility and the A/R Facility; (g) restrictions Agreement as in effect on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by Issue Date or any agreement to sell assets permitted under this Indenture to any Person pending that amends, modifies, supplements, restates, extends, renews, refinances or replaces 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 4.9Revolving Credit Agreement, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness terms and conditions of any Payment Restrictions thereunder are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions Payment Restrictions contained in the Senior Revolving Credit Facility Agreement as in effect on the Issue Date; (5) this Indenture, the Notes and the Subsidiary Guarantees; or (k6) an agreement effecting a refinancingthe Existing Indentures and any subsidiary guarantees thereof, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that each case as in effect on the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Issue Date.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions distribution on or in respect of its Capital Stock (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 make distributions on Capital Stock; ); (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation, order, grant or governmental permit; (bii) 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 beExisting Holdings Indenture, taken as a wholethe Existing Holdings Notes, the Existing Compass Minerals Indenture and the Existing Compass Minerals Notes and the guarantees thereof, if any; (ciii) the Credit Agreement; (iv) customary non-assignment provisions of any contract contract, license or any lease entered into in of any Restricted Subsidiary of the ordinary course of businessCompany; (dv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (evi) agreements existing or entered into on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (fvii) purchase money obligations for property acquired in the Senior Credit Facility and ordinary course of business or Capitalized Lease Obligations that impose restrictions of the A/R Facilitynature discussed in clause (c) above on the property so acquired; (gviii) contracts for the sale of assets, including, without limitation, customary restrictions on with respect to a Restricted Subsidiary of the transfer Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets subject to any Lien permitted under this Indenture imposed by the holder of such LienRestricted Subsidiary; (hix) restrictions imposed by any agreement secured Indebtedness otherwise permitted to sell be incurred pursuant to Sections 4.4 and 4.15 that limit the right of the debtor to dispose of the assets permitted under this Indenture to any Person pending the closing of securing such saleIndebtedness; (ix) Indebtedness 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 contractual requirements agreements entered into by the Company or any Restricted Subsidiary; (xii) any restriction in any agreement or instrument of a Receivables Entity in connection with Subsidiary governing a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (jxiii) agreements any agreement governing Indebtedness permitted incurred to be Incurred Refinance the Indebtedness issued, assumed or incurred pursuant to Section 4.9an agreement referred to in clauses (i) through (xii) above; PROVIDED, provided HOWEVER, that the provisions relating to such encumbrances encumbrance -70- or restrictions restriction contained in any such Indebtedness Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses; or (b)xiv) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.4; PROVIDED that either (y) the provisions relating to such encumbrance or restriction contained in such Indebtedness, (d)taken as a whole, (e) are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Credit Agreement, the Existing Compass Minerals Indenture, the Existing Holdings Indenture or in this Indenture, in each case, as in effect on the Issue Date or (f)z) any encumbrance or restriction 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 the Board of Directors of the Company in its reasonable and good faith judgment, to make scheduled payments of cash interest on the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create Create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: of its Subsidiaries to (1a) pay dividends or make any other distributions permitted by applicable law on any Equity Interests of such Subsidiary owned by any Borrower or in respect any other of its Capital Stock; Subsidiaries, (2b) pay any Indebtedness owed to any Borrower or any other of its Subsidiaries, (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the Company; or its Subsidiaries, or (3d) transfer any of its property or assets to the Company any Borrower or any other Restricted Subsidiary of its Subsidiaries, other than: (i) encumbrances and restrictions existing on the CompanyEffective Date and set forth on Schedule 6.5 incurred in connection with obligations existing on the Effective Date or any extension or refinancing thereof (excluding any amendment or modification expanding the scope of any such encumbrance or restriction); (ii) encumbrances and restrictions existing with respect to any Person or the property or assets of such Person acquired by any Borrower or any of its Subsidiaries, except for existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions existing under are not applicable to any Person or by reason of: (a) applicable lawthe property or assets of any Person other than such Person or the property or assets of such Person so acquired; (biii) the Loan Documents (as defined customary restrictions and conditions contained in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar 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 subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; and (v) encumbrances and restrictions contained in the Loan Documents terms of any Indebtedness incurred in accordance with Section 6.8 or any agreement pursuant to which such Indebtedness was issued if (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the Administrative Agent or the Lenders than is customary in comparable financings (as defined determined by the Borrowers in good faith), and (iii) such encumbrance or restriction would not materially affect the Senior Subordinated Credit Agreement) and this Indenture, Borrowers’ ability to make principal or interest payments on the Revolving Loans (as determined by the case may be, taken as a wholeBorrowers in good faith); (cvi) non-assignment purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (vii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (viii) Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Permitted Lien; (ix) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of any contract business that restrict the transfer of assets or any lease ownership interests in such partnership, limited liability company, joint venture or similar Person; (x) provisions with respect to the disposition or 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 ordinary course of business;; and (dxii) any instrument governing Acquired Indebtedness, which encumbrance encumbrances or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 amendments or refinancings of the closing of such sale; (i) Indebtedness contracts, instruments or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; obligations above 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 amendments or refinancings are no more materially restrictive with respect to such encumbrances or and restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating those prior to such encumbrance amendment or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Recourse Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans Stock or advances or to pay any Indebtedness or other obligation Debt owed to the Company or any other Restricted Subsidiary of its Subsidiaries, (b) make loans or advances to, or Issue any Guarantee for the Company; or benefit of, the Company or any of its Subsidiaries, (3c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of its Subsidiaries or (d) incur or suffer to exist Liens in favor of the CompanyHolders, except for such encumbrances or restrictions existing under or by reason ofof the following: (a1) applicable law; (b2) the Loan Documents (as defined in Indenture and the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to indenture governing 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 wholeNew Money Notes; (c3) non-customary provisions restricting subletting or assignment provisions of any contract lease or any lease entered into in the ordinary course of businesslicense or other commercial agreement; (d4) any instrument governing Acquired IndebtednessDebt of any Person, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the such Person and its Subsidiaries, or the properties property or assets of the such Person and its Subsidiaries, so acquired; (5) Liens specifically permitted by Section 4.14; provided that such Liens and the terms governing such Liens do not, directly or indirectly, restrict the Company or its Subsidiaries from granting other Liens, except as to the assets subject to such Liens; (6) the Credit Agreement or other Debt existing on the Issue Date and any Refinancing of the Credit Agreement or any such other Debt; provided that the terms and conditions of any such Refinancing agreements relating to the terms described under clauses (a)-(d) above are 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 Acquired Indebtedness was covenants shall not incurred in connection withprohibit the BMCA Subsidiaries from, directly or in anticipation indirectly, paying dividends or contemplation, of an acquisition by the Company making loans 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 advances to the Company in any material respect as determined by an aggregate amount less than the Board positive difference, if any, between (i) the sum of Directors (A) $25,000,000 and (B) 50% of the Company in their reasonable 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 good faith judgment than (ii) the provisions aggregate amount of Restricted Payments and Restricted Investments made by BMCA Subsidiaries since such date; and (8) covenants contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution agreements governing Debt of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) aboveISP Subsidiaries; provided, however, that such covenants shall not prohibit the provisions relating to such encumbrance ISP Subsidiaries from, directly or restriction contained in any such refinancingindirectly, replacement paying dividends or substitution agreement are no less favorable making loans or advances to the Company or in an aggregate amount less than the Holders in any material respect as determined by positive difference, if any, between (i) the Board sum of Directors (A) $25,000,000 and (B) 50% of the Company than cumulative Consolidated Net Income (or minus 100% of the provisions relating to Consolidated Net Loss) of ISP for the period beginning on the first day of the fiscal quarter during which such encumbrance or restriction contained in agreements referred to in Debt was issued, and (ii) the aggregate amount of Restricted Payments and Restricted Investments made by ISP Subsidiaries since such clause (b), (d), (e) or (f)date.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Loan Documents (as defined in this Indenture or the Senior Subordinated Credit Agreement), this Indenture Agreement or encumbrances or restrictions substantially similar to the encumbrances and restrictions contained in the Loan Documents (as defined in this Indenture or 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 or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquired; providedPROVIDED, howeverHOWEVER, 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 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 PROVIDED that such restrictions apply only to such Receivables Entity; (j) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided PROVIDED that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no not materially less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i) (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock; Stock or (2) make loans with respect to any other interest or advances participation in, or to 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) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (3iii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries, (iv) grant Liens on its assets as security for the CompanyNotes or any Guarantee thereof or (v) Guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions (other than encumbrances and restrictions in respect of clause (v) of this sentence) existing under or by reason of: of (a) applicable law; Existing Indebtedness as in effect on the Closing Date, (b) the Loan Documents (Credit Facility as defined in effect as of the Senior Subordinated Credit Agreement)Closing Date, this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or encumbrances 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 substantially similar to the encumbrances and restrictions than those contained in the Loan Documents (Credit Facility as defined in effect on the Senior Subordinated Credit Agreement) and this IndentureClosing Date, as the case may be, taken as a whole; (c) non-assignment provisions of the Notes, any contract or any lease entered into in Guarantee thereof and the ordinary course of business; Indenture, (d) applicable law, (e) any instrument governing Acquired IndebtednessIndebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the Equity Interests, properties or assets of any such Person, other than the Person Person, or the properties Equity Interests, property or assets of the Person Person, so acquired; provided, howeverprovided that, that in the case of Indebtedness, such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company or the Restricted Subsidiary; (e) agreements existing on the Issue Date; terms of this Indenture to be incurred, (f) by reason of customary nonassignment provisions (or provisions prohibiting sublease) in leases entered into in the Senior Credit Facility ordinary course of business and the A/R Facility; consistent with past practices, (g) purchase money or mortgage obligations permitted by this Indenture for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) or (iv) above on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; property so acquired, (h) customary restrictions imposed by any agreement to sell in asset or stock sale agreements limiting transfer of such assets permitted under this Indenture to any Person or stock pending the closing of such sale; , (i) Indebtedness customary non-assignment provisions in contracts entered into in the ordinary course of business, 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 4.9Permitted Refinancing Indebtedness, provided that the provisions relating to such encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment more restrictive than the provisions those contained in the Senior Credit Facility as in effect on agreements governing the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital Stock; (2) make loans Stock or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (2) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary of the Company; or or (3) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (a) applicable lawthe Senior Credit Agreement, the Opco Indenture 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 Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, renewed, replaced or refinanced; (b) any instrument of an Acquired Person acquired by the Loan Documents Company or any Restricted Subsidiary as in effect at the time of such acquisition (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar except to the extent such instrument was entered into by such Acquired Person in connection with, as a result of or in contemplation of such acquisition); provided, however, that such encumbrances and restrictions 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 are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 any Restricted Subsidiary other than the Restricted SubsidiaryAcquired Person or the property or assets of the Acquired Person; (ec) agreements existing on the Issue Datecustomary non-assignment provisions in leases, licenses or contracts; (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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2b) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or order; (b2) the Loan Documents (as defined in this Agreement, the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to (including the encumbrances and restrictions contained in the Loan Documents (as defined in the Senior Subordinated Credit AgreementExchange Notes) and this Indenture, as the case may be, taken as a wholeGuarantees; (c3) customary non-assignment provisions of any contract or any lease entered into in lease, license or sublicenses governing a leasehold interest of any Restricted Subsidiary of the ordinary course of businessCompany; (d4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (e5) agreements existing on the Issue Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (f6) the Senior Credit Bank Facility and the A/R Target Facility; (g7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture Agreement imposed by the holder of such Lien; (h) 8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture Agreement to any Person pending the closing of such sale; (i9) Indebtedness such encumbrances or other contractual requirements of restrictions being binding on a Receivables Entity in connection with Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Qualified Receivables Transaction; Restricted Subsidiary, provided that such encumbrances or restrictions apply only to are not entered into solely in contemplation of such Receivables EntityPerson becoming a Restricted Subsidiary; (j10) 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; (11) an agreement governing Indebtedness permitted incurred to be Incurred Refinance the Indebtedness issued, assumed or incurred pursuant to Section 4.9an agreement referred to in clauses (2), provided (4), (5) and (6) above; provided, however, that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in any such Indebtedness Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (b2), (d4), (e5) and (6); (12) customary restrictions on leases, subleases, licenses, sublicenses, or asset sale agreements otherwise permitted hereby; and (f)13) restrictions imposed on cash or other deposits imposed by customers entered into in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: : (a1) 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; (2) any security or pledge agreements, as leases or options (or similar agreements) containing customary restrictions on transfers of the case may be, taken as a whole; assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby; (c) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (d3) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (e4) 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 Date to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable extent and good faith judgment than the provisions contained in the Senior Credit Facility as manner such agreements are in effect on the Issue Date; or (k5) an agreement effecting any contracts for the sale of assets, including, without limitation, any restriction with respect to a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, pending the closing of such sale or disposition, PROVIDED that any such restriction relates solely to the assets that are the subject of such agreement; (6) restrictions on cash or other deposits or net worth imposed by leases entered into in the ordinary course of business; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; and (10) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of contracts, instruments or obligations referred to in clause clauses (b1) through (9); PROVIDED that such amendments, (d)modifications, (e) restatements, renewals, increases, supplements, refundings, replacements or (f) above; providedrefinancings are, howeverin the good faith judgment of the Company, that the provisions relating no more restrictive with respect to such encumbrance or restriction dividend and other transfer restrictions than those contained in any the dividend or other transfer restrictions prior to such refinancingamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Except as provided in Section 4.11(b), the Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on any Equity Interests of the Subsidiary owned by the Company or in respect of its Capital Stockany other Subsidiary; (2ii) make loans or advances or to pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary; (iii) make loans or advances to the CompanyCompany or any other Subsidiary; or (3iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of Section 4.11(a) do not apply to any encumbrances or restrictions: (i) existing on the Issue Date as provided for in the Indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the Companyforegoing; provided that the encumbrances and restrictions in the extension, except for such renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of:of applicable law; or (aiii) applicable law; (b) existing with respect to any Person, or to the Loan Documents (as defined in Property of any Person, at the Senior Subordinated Credit Agreement), this Indenture time the Person is acquired by the Company or any Subsidiary; which encumbrances or restrictions substantially similar restrictions: (i) are not applicable to any other Person or the Property of any other Person; and (ii) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions contained in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indentureextension, as the case may berenewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (civ) non-of the type described in clause (a)(iv) arising or agreed to in the ordinary course of business: (x) that restrict in a customary manner the subletting, assignment provisions or transfer of any contract Property that is subject to a lease or license or (y) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Company or any lease Subsidiary; (v) with respect to a Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Subsidiary that is permitted by Section 4.14; (vi) with respect to a Subsidiary and imposed pursuant to a customary provision in a joint venture or other similar agreement with respect to such Subsidiary that was entered into in the ordinary course of business; (dvii) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 standard loan documentation in connection with a Qualified Receivables Transactionloans from Banco Nacional de Desenvolvimento Econômico e Social — BNDES (the Brazilian National Development Bank) to any Subsidiary; provided that such restrictions apply only to such Receivables Entity; or (jviii) agreements governing Indebtedness permitted to be Incurred required pursuant to Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital Stock; Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries that is a stockholder of the Company; or such Person or (3iv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries that is a stockholder of the Companysuch Person, except for such encumbrances or restrictions existing under or by reason of: (ai) encumbrances or restrictions as in effect on the Issue Date; (ii) any Credit Facility (existing on the Issue Date), this Indenture, the Notes, the Note Indenture, the Senior Notes, the Guarantees and any Surety Arrangement (existing on the Issue Date) or any Surety Arrangement arising after the Issue Date which, in the good faith judgment of the Board of Directors of the Company, contains substantially the same or less restrictive encumbrances or restrictions than those contained in any Surety Arrangements existing on the Issue Date and any permitted amendment, modification or supplement thereto and any permitted renewal, refinancing, replacement or refunding thereof; provided that, in the good faith judgment of the Board of Directors of the Company, such encumbrances or restrictions are in the aggregate no more restrictive than those contained in the agreements governing the Indebtedness being amended, modified, supplemented, extended, refinanced, renewed, replaced, defeased or refunded; (iii) 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; (div) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition of such Person becoming a Restricted 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 Property or assets of the Person (including any Subsidiary of the Person), so acquired; (v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business and consistent with past practices; (vi) Refinancing Indebtedness; provided, that, in the good faith judgment of the Board of Directors of the Company, such encumbrances or restrictions are in the aggregate no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (vii) Indebtedness having restrictions and encumbrances no more restrictive than those contained in this Indenture and the Notes or the Note Indenture, the Senior Notes and the Guarantees; provided, that the Company or Xxxxxx is the primary obligor under such Indebtedness; (viii) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the Property subject to such security agreements and mortgages; (ix) customary restrictions in stock or asset purchase agreements to the extent such restrictions apply to the Person selling stock or assets (and/or such Person's Subsidiaries) solely during the period prior to the closing under such agreements; or (x) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof). Nothing contained in this Section 4.19 shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens or (ii) restricting the sale or other disposition of the Company, or the properties or assets of any such Person, other than the Person or the properties property or assets of the Person so acquired; provided, however, Company or any of its Restricted Subsidiaries that such Acquired secure Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the any of its 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 Subsidiaries incurred in accordance with 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary; (2B) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (3C) transfer Transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for for (1) such encumbrances or restrictions existing under or by reason of: (a) of applicable law; (b2) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or such encumbrances or restrictions substantially similar to under this Agreement and 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 wholeNotes; (c3) non-assignment customary provisions of in any contract or any lease entered into in limiting the ordinary course assignment of businesssuch contract; (d4) such encumbrances or restrictions under agreements existing at the time of acquisition of any instrument governing Acquired Indebtedness, which encumbrance Person or restriction is not applicable to the assets of the Person so acquired by the Company or any of its Restricted Subsidiary of the CompanySubsidiaries (including agreements governing Acquired Indebtedness), which encumbrances or restrictions are not applicable to any Person, or the properties or assets of any such Person, other than the Person or the properties assets or assets Capital Stock 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; (e5) such encumbrances or restrictions under 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; (h6) restrictions imposed by any agreement to sell assets permitted under this Indenture Agreement relating to any Person such assets pending the closing of such sale; (i7) Indebtedness or other contractual requirements Liens permitted under Section 8.3 to the extent such Liens restrict the Transfer of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entityassets subject thereto; (j8) restrictions on cash or other deposits or net worth under contracts entered into in the ordinary course of business; (9) 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 under the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in Credit Agreement, the Senior Credit Facility Notes and the Opco Notes as in effect on the Issue Date; or; (k10) an such encumbrances or restrictions under agreements governing Indebtedness of a Foreign Subsidiary incurred in compliance with Section 8.1, which encumbrances or restrictions are not applicable to the Company or any Restricted Subsidiary other than with respect to the Capital Stock of such Foreign Subsidiary; (11) such encumbrances or restrictions under any agreement effecting relating to a refinancingSale and Leaseback Transaction or Capitalized Lease Obligation, replacement but only on the property subject to such transaction or substitution lease and only to the extent that such restrictions or encumbrances are customary with respect to such arrangements; (12) customary restrictions imposed on the Transfer of Indebtedness issued, assumed copyrighted or Incurred pursuant to an patented materials; and (13) such encumbrances and restrictions in any agreement amending or Refinancing any agreement referred to in clause (b2), (d4), (e5) or (f9) above; provided, howeverwhich encumbrances and restrictions are not, that the provisions relating to such encumbrance or restriction contained in any such refinancingtaken as a whole, replacement or substitution agreement are no less favorable to the Company or the Holders more restrictive in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to encumbrances and restrictions in such clause (b), (d), (e) agreement prior to the amendment or (f)Refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; , (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other a Restricted Subsidiary of the Company; or Company or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law; ; (b2) the Loan Documents Indenture; (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 Agreement3) and this Indenture, as the case may be, taken as a whole; (c) non-assignment customary nonassignment provisions of any contract lease governing a leasehold interest of the Company or any lease entered into in Restricted Subsidiary of the ordinary course of business; Company; (d4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of the Company or any such PersonRestricted Subsidiary of the Company, other than the Person or Person, 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; (e5) agreements existing on the Issue Date; ; (f6) any Trade Receivable Facility; (7) customary nonassignment provisions in contracts entered into in the Senior Credit Facility and the A/R Facility; ordinary course of business, (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) 8) 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 Restricted Subsidiary permitted to be Incurred pursuant to Section 4.9, provided that incurred under the provisions relating to such encumbrances Indenture; or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k9) an agreement effecting a refinancing, replacement modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance or substitution resale of Indebtedness issued, assumed or Incurred incurred pursuant to an agreement referred to in clause (b2), (d4), (e5), (6) or (f) 8) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no not less favorable to the Company or Restricted Subsidiary, as the Holders case may be, in any material respect as determined by in the reasonable judgment of the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b2), (d4), (e5), (6) or (f)8).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of its Subsidiaries to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital Stock; (2) make loans Subsidiaries, or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Subsidiaries; (ii) make loans or advances to the CompanyCompany or any of its Subsidiaries; or (3iii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of its Subsidiaries. (b) However, the Company, except for such restrictions in Section 4.09(a) shall not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law; agreements governing Indebtedness as in effect on the Issue Date (b) including, without limitation, the Loan Documents (as defined in Indebtedness under the Senior Subordinated Existing Notes and the 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 AgreementFacilities) and this Indentureany amendments, as the case may bemodifications, 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, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date; (cii) the Indenture, the Securities, the Parent Guarantee and the Subsidiary Guarantees; (iii) applicable law, rule, regulation or order; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (v) any agreement existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (vi) customary non-assignment provisions of any contract or any lease in leases, licenses, franchise agreements, conveyances and other commercial agreements entered into in the ordinary course of business; (dvii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in Section 4.09(a)(iii); (viii) any instrument governing Acquired Indebtedness, which encumbrance agreement for the sale or restriction is not applicable other disposition of assets or Capital Stock of a Subsidiary that restricts distributions by such Subsidiary pending its sale or other disposition; (ix) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.08 that limit the right of the applicable Company or any Restricted Subsidiary of its Subsidiaries to dispose of the Company, or the properties or assets of any such Person, other than the Person or 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; (hx) restrictions imposed by any agreement provisions with respect to sell the disposition or distribution of assets permitted under this Indenture to any Person pending or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the closing ordinary course of such salebusiness; (ixi) Indebtedness restrictions on cash or other contractual requirements deposits or net worth imposed by customers under contracts entered into in the ordinary course of a Receivables Entity business; (xii) restrictions contained in connection with a Qualified Receivables Transactionthe terms of Indebtedness permitted to be incurred under the covenant described under Section 4.05; provided that such restrictions apply only to such Receivables Entity; (j) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9are no more restrictive, provided that taken as a whole, than the provisions relating to such encumbrances or restrictions terms contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than Credit Facilities or the provisions contained in indentures governing the Senior Credit Facility Existing Notes as in effect on the Issue Date; orand (kxiii) an agreement effecting restrictions that are not materially more restrictive, taken as a refinancingwhole, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to than customary provisions in clause (b), (d), (e) or (f) above; provided, however, comparable financings and that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors management of the Company than determines will not materially impair the provisions relating Company’s ability to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)make payments as required under the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries (other than Non-Recourse Subsidiaries) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans Stock or advances or to pay any Indebtedness or other obligation Debt owed to the Company or any other Restricted Subsidiary of its Subsidiaries, (b) make loans or advances to the Company; or Company or any of its Subsidiaries, (3c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (d) incur or suffer to exist Liens in favor of the CompanyHolders, except for such encumbrances or restrictions existing under or by reason ofof any of the following: (a1) applicable law; (b2) the Loan Documents (as defined in the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to and the encumbrances indentures governing the Deferred Coupon Notes, the 2006 Notes 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 whole2007 Notes; (c3) non-customary provisions restricting subletting or assignment provisions of any contract lease or any lease entered into in the ordinary course of businesslicense or other commercial agreement; (d4) any instrument governing Acquired IndebtednessDebt of any Person, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the such Person and its Subsidiaries, or the properties property or assets of the such Person and its Subsidiaries, so acquired; (5) the Liens specifically permitted by Section 4.11; provided, however, provided that such Acquired Indebtedness was not incurred in connection withLiens and the terms governing such Liens do not, directly or in anticipation or contemplationindirectly, of an acquisition by restrict the Company or its Subsidiaries from granting other Liens, except as to the Restricted Subsidiaryassets subject to such Liens; (e6) agreements the Credit Agreement, the Receivables Financing Agreement or other Debt existing on the Issue Date;; and (f7) any Refinancing of the Senior Credit Facility and Agreement, the A/R Facility; (g) restrictions Receivables Financing Agreement or any such other Debt existing 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 TransactionIssue Date; provided that the terms and conditions of any such restrictions apply only to such Receivables Entity; (j) Refinancing 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 the terms described under clauses (a)-(d) above are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions those contained in the Senior Credit Facility as in effect on agreements governing the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Debt being Refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (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 or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 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 Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no not materially less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility Facilities as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not and the Guarantors shall not, and neither the Issuers nor the Guarantors shall not permit any of its Restricted the Subsidiaries to, directly or indirectly, create incur or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary toof the Subsidiaries (i) to pay dividends or make other distributions to or on behalf of, (ii) to pay any obligation to or on behalf of, (iii) to otherwise transfer assets or property to or on behalf of, or (iv) to make or pay loans or advances to or on behalf of, the Issuers or any of the Subsidiaries, except: (1) pay dividends restrictions imposed by the Notes, the Guarantees or make this Indenture or by the Issuers’ other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any other distributions on or in material respect of its Capital Stock;than those imposed by this Indenture and the Notes, (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; orrestrictions imposed by applicable law, (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or existing restrictions existing under or by reason of:Existing Indebtedness, (a4) applicable law; restrictions under (bi) the Loan Documents (as defined any Acquired Indebtedness not incurred in the Senior Subordinated Credit Agreement), violation of this Indenture or encumbrances (ii) any agreement relating to any business, property or asset (including any Equity Interest) acquired by the Issuers or any of the Subsidiaries, which restrictions substantially similar to the encumbrances and restrictions contained in the Loan Documents case of both (as defined in the Senior Subordinated Credit Agreementi) and this Indenture(ii) existed at the time of acquisition, as the case may be, taken as a whole; (c) non-assignment provisions were not put in place in connection with or in anticipation 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 such acquisition and are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person acquired, or to any property, asset or business, other than the properties or property, assets of the Person and business 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; (h5) restrictions imposed by Indebtedness incurred under the Credit Agreement in accordance with this Indenture; provided, that such restrictions are no more restrictive in any agreement to sell assets permitted under this Indenture material respect than those imposed by the Credit Agreement as of the Issue Date, (6) restrictions with respect solely to any Person pending of the closing Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such sale; (i) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables TransactionSubsidiary; provided provided, that such restrictions apply only solely to the Equity Interests or assets of such Receivables Entity;Subsidiary which are being sold, (j7) agreements governing restrictions on transfer contained in FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations permitted to be Incurred incurred pursuant to Section 4.94.7 hereof; provided, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable relate only to the Company transfer of the property acquired with the proceeds of such Indebtedness, and (8) in connection with and pursuant to Permitted Refinancing Indebtedness, the replacement of restrictions imposed pursuant to clauses (1), (3), (4) or (7) of this Section 4.10 or this clause (8) that are not more restrictive in any material respect as determined by the Board of Directors of the Company applicable Issuer in their its reasonable and good faith judgment than those being replaced and do not apply to any other Person or assets than those that would have been covered by the provisions contained restrictions in the Senior Credit Facility as Indebtedness so refinanced. Notwithstanding the foregoing, (a) there may exist customary provisions restricting subletting or assignment of any lease entered into in effect the ordinary course of business, consistent with industry practice and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the terms of this Indenture may be subject to customary restrictions on the Issue Date; or (k) an agreement effecting a refinancing, replacement transfer or substitution of Indebtedness issued, assumed or Incurred disposition thereof pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Lien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create Create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions permitted by Applicable Law on any Capital Stock of such Subsidiary owned by the Borrower or in respect of its Capital Stock; any other Subsidiary, (2b) pay any Indebtedness owed to the Borrower or any other Subsidiary, (c) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other Restricted Subsidiary of the Company; or or (3d) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary Subsidiary; provided, however, that the foregoing clause shall not apply to encumbrances and restrictions: (a) existing on the Closing Date (including pursuant to the Existing ABL Facility), and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the CompanyBoard of Directors, except for such no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (b) existing under or by reason of: (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 wholeof Applicable Law; (c) non-assignment provisions existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are, in the good faith judgment of the Board of Directors, no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (d) in the case of clause (d) of the first paragraph of this Section 7.11: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (ii) existing by virtue of any lease transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Subsidiary not otherwise prohibited by this Agreement, (iii) 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 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 or Capitalized Lease Obligations; (e) with respect to a Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property 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; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 cash or other deposits or net worth imposed by customers under contracts entered into in the holder ordinary course of such Lienbusiness; (h) restrictions imposed by arising in connection with any agreement Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Subsidiary of the Borrower permitted to sell assets permitted under this Indenture be incurred subsequent to any Person pending the closing date of such sale;the Closing Date pursuant to the provisions of Section 7.02; and (i) Indebtedness restrictions on cash or other contractual requirements 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 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 business. Nothing contained in such Indebtedness are no less favorable 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 Company in any material respect as determined by the Board sale or other disposition of Directors property or assets of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement Borrower or substitution any of its Subsidiaries that secure Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance Borrower or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)any of its Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on or in respect of its Capital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (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 Supplemental Indenture, as the case may be, taken as a whole; (c) customary non-assignment provisions of any contract or any lease entered into in governing a leasehold interest of any Subsidiary of the ordinary course of businessCompany; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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 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 Supplemental Indenture that impose such encumbrances or restrictions upon the Senior Credit Facility and occurrence of a default or failure to meet financial covenants or conditions under the A/R Facilityagreement; (g) restrictions on the transfer of assets subject to (other than cash) held in a Subsidiary of the Company imposed under any Lien permitted under agreement governing Indebtedness incurred in accordance with this Indenture imposed by the holder of such LienSupplemental Indenture; (h) restrictions imposed by provisions of any agreement governing Indebtedness incurred in accordance with this Supplemental Indenture that require a Subsidiary to sell assets permitted under this Indenture to any Person pending the closing service its debt obligations before making dividends, distributions or advancements in respect of such saleits Capital Stock; (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 an agreement governing Indebtedness permitted incurred to be Incurred Refinance the Indebtedness issued, assumed or incurred pursuant to Section 4.9an agreement referred to in clause (b), provided (d) or (e) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in any such Indebtedness are no not materially less favorable to the Company in any material respect as determined by the Board of 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (fe).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries the Guarantors to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock (2other than with respect to the Capital Stock of Holdings LLC) or any other interest or participation in, or measured by, such Subsidiary's profits; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law; any restrictions contained in (bi) the Loan Documents (as defined in Documents, 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 the Take-Out Securities or restriction is not applicable Exchange Notes to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquiredextent Incurred in accordance with this Agreement; 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; (eii) 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 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 Issue Closing Date; or (kiii) an agreement effecting the Indebtedness pertaining to a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors Subsidiary of the Company that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; provided that any such Indebtedness was not incurred as a result -------- of, in connection with or in anticipation of the transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not apply to any Person, or the properties of assets of any Person, other than the provisions relating Subsidiary acquired and such Indebtedness is otherwise permitted to such encumbrance or restriction contained in agreements referred be incurred pursuant to in such clause (b), (d), (e) Section 6.1; or (f).iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limits the right of the debtor to dispose of the assets securing such Indebtedness;

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1x) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2y) make loans or advances or to pay any Indebtedness or other obligation owed to to, or enter into guarantees for the Company benefit of, Issuer or any other Restricted Subsidiary of the CompanySubsidiary; or or (3z) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanySubsidiary, except for (a) such encumbrances or restrictions existing under or by reason of: of (a1) applicable law; ; (b2) 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; (d3) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquired, as such instrument is in effect on the date of acquisition or as thereafter amended in a manner no less favorable to the Holders; 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; (e4) agreements existing on the Issue Date; Date (f) including the Senior U.S. Credit Facility and the A/R Foreign Credit 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 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 Issue DateDate or as thereafter amended in a manner no less favorable to the Holders; or or (k5) an agreement effecting a refinancing, replacement or substitution governing Permitted Refinancings of Indebtedness issued, assumed or Incurred incurred pursuant to an agreement referred to in clause (b2), (d), (e3) or (f4) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Indebtedness are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b2), (3) or (4); (b) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (c) customary covenants in any agreement governing Purchase Money Indebtedness that restrict the transfer of property acquired with the proceeds of such Purchase Money Indebtedness; (d)) covenants in security agreements securing Indebtedness of a Restricted Subsidiary, to the extent that the Liens securing such Indebtedness were otherwise incurred in accordance with Section 4.11, that restrict the transfer of property subject to such Liens; and (e) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or (f)disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary.

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 Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3C) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a1) applicable lawlaws, rules and regulations; (b2) 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 any provisions of this Indenture, as the case may be, taken as a whole2008 Indenture or the 0000 Xxxxxxxxx; (c3) non-assignment customary provisions of any contract or lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any lease entered into in the ordinary course of businessits Restricted Subsidiaries; (d4) any instrument agreements existing at the time of acquisition of any Person or the assets of the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties assets or assets Capital Stock 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; (e5) agreements existing on the Issue DateDate to the extent and in the manner such agreements are in effect on such 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; (h6) restrictions imposed by any agreement to sell assets permitted under this Indenture relating to any Person such assets pending the closing of such sale; (i7) Indebtedness or other contractual requirements of a Receivables Securitization Entity in connection with a Qualified Receivables Securitization Transaction; provided that such restrictions apply only to such Receivables Securitization Entity; (j8) Liens incurred in accordance with Section 4.15; (9) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances restrictions on cash or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined other deposits or net worth imposed by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Senior ordinary course of business; (10) the Credit Facility Agreement as in effect on the Issue Date; or; (k11) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with Section 4.08; (12) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or any of its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (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; provided that this clause (13) shall not affect the limitation in clause (5) of the definition of “Permitted Investments”; (14) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries; (15) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions on the ability of any Restricted Subsidiary of the Company to transfer the property so acquired to the Company or any of its other Restricted Subsidiaries; and (16) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness issued, assumed or Incurred incurred to Refinance the Indebtedness incurred pursuant to an agreement referred to in clause (b2), (d4), (e5), (10) or (f15) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Refinancing Indebtedness are no not materially less favorable to the Company or Holders of Notes in the Holders in any material respect 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 (b2), (d4), (e5), (10) or (f15). In addition, the Company will use its commercially reasonable efforts, consistent with its contractual obligations and fiduciary duties to its joint ventures, not to permit any of its joint ventures that are not Restricted Subsidiaries of the Company (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 accordance with the provisions of 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 or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (B) make loans or advances or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; or (C) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except for those restrictions existing under or by reason of: (1) such joint venture’s joint venture agreement or its credit facility, or (2) the restrictions described in clauses (1) through (16), as applicable, of the first sentence of this Section 4.11 (assuming that references therein to Restricted Subsidiary were references to such joint venture).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (a1) applicable law; (b2) 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; (c3) customary non-assignment provisions of any contract or lease governing a leasehold or ownership interest of any lease entered into in Subsidiary of the ordinary course of businessCompany; (d4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties or assets of the Person so acquiredacquired or relating to any property acquired by the Company or any of its Subsidiaries after the Initial Issue Date; provided, however, provided that such Acquired Indebtedness 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 contemplationcontemplation of, of an acquisition by the Company or the Restricted Subsidiarysuch acquisition; (e5) agreements existing on the Issue DateCredit Agreement; (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 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 Issue Date; or (k6) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or Incurred incurred pursuant to an agreement referred to in clause (b), (d), (e2) or (f4) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Indebtedness are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e2) or (f4); (7) contractual provisions contained in charter documents, limited liability agreements, partnership agreements, operating agreements or similar organizational documents of Subsidiaries of the Company in existence on the Initial Issue Date, and similar provisions entered into by Subsidiaries of the Company thereafter in the ordinary course of business; provided, however, that such provisions are no less favorable to the Company or any Subsidiary in any material respect than the provisions in existence on the Initial Issue Date; or (8) agreements restricting the sale or other disposition of any property securing Indebtedness which constitutes a Permitted Lien on such property.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on or in respect of its Capital StockStock to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3C) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (a1) applicable lawlaws, rules and regulations; (b2) 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 any provisions of this Indenture, as the case may be, taken as a whole2011 Indenture or the 0000 Xxxxxxxxx; (c3) non-assignment customary provisions of any contract or lease (other than a capital lease or a lease in a sale and leaseback transaction) governing a leasehold interest of the Company or any lease entered into in the ordinary course of businessits Restricted Subsidiaries; (d4) any instrument agreements existing at the time of acquisition of any Person or the assets of the Person so acquired (including agreements governing Acquired Indebtedness), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or the properties assets or assets Capital Stock 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; (e5) agreements existing on the Issue DateDate to the extent and in the manner such agreements are in effect on such 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; (h6) restrictions imposed by any agreement to sell assets permitted under this Indenture relating to any Person such assets pending the closing of such sale; (i7) Indebtedness or other contractual requirements of a Receivables Securitization Entity in connection with a Qualified Receivables Securitization Transaction; provided that such restrictions apply only to such Receivables Securitization Entity; (j8) Liens incurred in accordance with Section 4.15; (9) agreements governing Indebtedness permitted to be Incurred pursuant to Section 4.9, provided that the provisions relating to such encumbrances restrictions on cash or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined other deposits or net worth imposed by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained customers under contracts entered into in the Senior ordinary course of business; (10) the Credit Facility Agreement as in effect on the Issue Date; or; (k11) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary incurred in compliance with Section 4.08; (12) customary restrictions in Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or any of its Restricted Subsidiaries to the extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements or mortgages; (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; provided that this clause (13) shall not affect the limitation in clause (5) of the definition of “Permitted Investments”; (14) contracts entered into in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries; (15) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions on the ability of any Restricted Subsidiary of the Company to transfer the property so acquired to the Company or any of its other Restricted Subsidiaries; and (16) an agreement effecting a refinancing, replacement or substitution of governing Indebtedness issued, assumed or Incurred incurred to Refinance the Indebtedness incurred pursuant to an agreement referred to in clause (b2), (d4), (e5), (10) or (f15) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Refinancing Indebtedness are no not materially less favorable to the Company or Holders of Notes in the Holders in any material respect 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 (b2), (d4), (e5), (10) or (f15). In addition, the Company will use its commercially reasonable efforts, consistent with its contractual obligations and fiduciary duties to its joint ventures, not to permit any of its joint ventures that are not Restricted Subsidiaries of the Company (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 accordance with the provisions of 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 or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (B) make loans or advances or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; or (C) transfer any of its assets to the Company or any of its Restricted Subsidiaries, except for those restrictions existing under or by reason of: (1) such joint venture’s joint venture agreement or its credit facility, or (2) the restrictions described in clauses (1) through (16), as applicable, of the first sentence of this Section 4.11 (assuming that references therein to Restricted Subsidiary were references to such joint venture). This Section 4.11 will not apply after the Fall-Away Event.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Parent will not, and shall will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to the Parent or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Parent or any of the Restricted Subsidiaries; 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 its common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital StockStock for purposes of this Section 4.08; (2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Parent or any other Restricted Subsidiary of the CompanyRestricted Subsidiaries; or (3) sell, lease or transfer any of its property properties or assets to the Company Parent or any other Restricted Subsidiary of the Company, except for Restricted Subsidiaries (all such actions set forth in these clauses (1) through (3) above being collectively referred to as “Intercompany Transfers”). (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions on the ability of any of the Specified Restricted Subsidiaries to make Intercompany Transfers existing under or by reason of: (a1) agreements governing Indebtedness as in effect on the Issue Date, including under the Project Facilities Agreement as in effect on the Issue Date; (2) restrictions contained in, or in respect of, Hedging Obligations permitted to be Incurred by this Indenture; (3) this Indenture, the Collateral Agreements, the Notes and the Note Guarantees; (4) applicable law, rule, regulation or order; (b5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Loan Documents Parent or any of the Restricted Subsidiaries as in effect at the time of such acquisition (as defined except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the Senior Subordinated Credit Agreement)case of Indebtedness, such Indebtedness was permitted by the terms of 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 wholebe Incurred; (c6) customary non-assignment provisions of any contract or any lease in contracts and licenses entered into in the ordinary course of business; (d7) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of Section 4.08(a); (8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (9) Liens permitted to be Incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (12) any instrument amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (3), (5) or (7) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (13) encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) with respect to property under a charter, lease or other agreement that has been entered into in the ordinary course for the employment, charter or other hire of such property; and (14) instruments governing Acquired IndebtednessIndebtedness that is permitted to be Incurred subsequent to the Issue Date pursuant to the covenant set forth under “—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that, which at the time such Indebtedness is Incurred, either (a) such encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary customary for financings of the Companysame type, or and such restrictions would not reasonably be expected to materially impair the properties or assets Issuer’s ability to make scheduled payments of any such Person, other than the Person or 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 interest and principal on the Issue Date; (f) the Senior Credit Facility and the A/R Facility; (g) restrictions on the transfer of assets subject Notes when due or Parent’s ability to any Lien permitted make payment 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 4.9its Note Guarantee, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined in good faith by the Board of Directors of Parent or a Financial Officer of the Company in their reasonable and good faith judgment Parent or (b) restrictions therein are not materially more restrictive, taken as a whole, than the provisions those contained in (i) this Indenture, the Senior Credit Facility Notes and the Note Guarantees or (ii) the Project Facilities Agreement as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined in good faith by the Board of Directors or a Financial Officer of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Parent.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and nor shall not it cause or permit any of its Restricted Subsidiaries to and will not consent to or vote in favor of any Media Venture to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company or any Media Venture to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, such Subsidiary's or Media Venture's profits; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or Company, to any other Restricted Subsidiary of the CompanyCompany or to any Media Venture; or or (3c) transfer any of its property or assets to the Company or Company, to any other Restricted Subsidiary of the CompanyCompany or to any Media Venture (any such restriction or encumbrance a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law; any restrictions contained in (bi) the Loan Documents or (ii) the Indebtedness or Investments pertaining to a Subsidiary of the Company that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; provided, however, that any such Indebtedness or Investments was not incurred as defined a result of, in connection with or in anticipation of the Senior Subordinated Credit Agreement)transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not apply to any Person, this Indenture or encumbrances the properties of assets of any Person, other than the Subsidiary acquired and such Indebtedness or restrictions substantially similar Investment is otherwise permitted to the encumbrances and restrictions contained in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenturebe incurred pursuant to Section 6.1 or 6.4, as the case may be, taken as a whole; applicable; (c2) customary non-assignment provisions of any contract lease governing a leasehold interest of any Subsidiary of the Company or to any lease Media Venture; (3) customary net worth provisions contained in leases and other agreements entered into by a Subsidiary of the Company or to any Media Venture in the ordinary course of business; ; (d4) applicable law; (5) any instrument governing Acquired Indebtedness, which that Refinances any Indebtedness effecting any such encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f1) above; provided, however, that the provisions relating to any such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement instrument are no not materially less favorable to the Company Company, its Subsidiaries or the Holders Media Venture or the Lenders than those contained in any material respect as determined by the Board of Directors of the Company than the provisions relating agreements referred to in clauses (1) and (5) such encumbrance or restriction contained having been in agreements referred existence prior to the Closing Date and (6) encumbrances or restrictions in any instrument governing Indebtedness Incurred in compliance with Section 6.1(iv) that require the borrower of such clause (b), (d), (e) Indebtedness to maintain cash in an amount equal to but not more than one scheduled interest payment on such Indebtedness; provided that the aggregate amount of cash required to be maintained pursuant to all such restrictions shall not exceed $1.0 million per Group or (f)$3.0 million for all of the Company's Subsidiaries and Media Ventures.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries on its Capital Stock; Stock or with respect to any other interest or participation in, or measured by, its profits or (2b) make loans or advances or to pay any Indebtedness or other obligation indebtedness owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (ii) make loans or advances to the Company or any of the Company; or its Restricted Subsidiaries, (3iii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries, (iv) grant any Liens or security interests in favor of the CompanyHolders of the Notes and the Trustee or (v) guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions existing under or by reason of: of (aA) Existing Indebtedness or the Bank Credit Agreement, (B) 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; (dC) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; provided, howeverprovided that in the case of Indebtedness, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company terms of this Indenture to be incurred, (D) by reason of (x) customary non-assignment provisions in leases, licenses, sales agreements or other contracts entered into in the ordinary course of business and consistent with past practices or (y) restrictions imposed pursuant to a binding agreement for the sale or disposition of all or substantially all of the Equity Interests or assets of any Restricted Subsidiary; , provided such restrictions apply solely to the Equity Interests or assets being sold, (eE) agreements existing purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the Issue Date; property so acquired, (f) the Senior Credit Facility and the A/R Facility; (gF) restrictions imposed by Permitted Liens on the transfer of the assets that are subject to any Lien permitted under this Indenture imposed by the holder of such Lien; Liens, (hG) 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 4.9Permitted Refinancing Debt, provided that the provisions relating to such encumbrances or restrictions contained in the agreements governing such Indebtedness Permitted Refinancing Debt are no less favorable to the Company in any material respect more restrictive, as determined by the Board of Directors of the Company in their reasonable and good faith judgment a whole, than the provisions those contained in the Senior Credit Facility as agreements governing the Indebtedness being refinanced or (H) provisions in agreements with other persons who own Equity Interests in a Restricted Subsidiary which have the effect on the Issue Date; or of requiring that transactions described in clauses (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (eii) or (fiii) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are above be effected on terms no less more favorable to the Company or the Holders its Restricted Subsidiaries than a pro rata basis in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to accordance with Equity Interests owned in such clause (b), (d), (e) or (f)Restricted Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Issuer may not, and shall may not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (2) make loans Stock owned by the Issuer or advances any other Subsidiary or to pay any Indebtedness Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary of Subsidiary; (ii) to make loans or advances to the CompanyIssuer or any other Subsidiary; or or (3iii) to transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary. Notwithstanding the foregoing, the Issuer may, and may permit any Subsidiary to, suffer to exist any such encumbrance or restriction: (1) pursuant to this Security or any agreement in effect on the Exchange Date, and any amendments, extensions, refinancings, refundings, renewals, restatements or replacements of such agreements, provided that the Companyamendments, except for encumbrances and restrictions in any such extensions, refinancings, renewals, restatements or replacements are no less favorable in any material respect to the Holders, than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, restated or replaced; (2) existing under or by reason of: (a) of applicable law; (b3) the Loan Documents (as defined existing or arising in the connection with any Permitted Senior Subordinated Credit Agreement), this Indenture Secured Debt 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 wholeany Acquisition Debt; (c4) 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 or any Restricted Subsidiary of the Company, or the properties or assets of any such Person, other than the Person or 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to entered into in connection with Debt Incurred under clause (b), (d), (e4) or (f) aboveof the second paragraph of Section 6.07; provided, however, that the provisions relating contained in such agreement related to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders more restrictive in any material respect as determined by the Board of Directors of the Company than the provisions contained in the agreement that is the subject of the refinancing; (5) contained in any agreement relating to a Lien on any property or assets of a Subsidiary or the Issuer otherwise permitted under this Security, but only to the extent such restrictions restrict the transfer of the property subject to such Lien; (6) pursuant to customary nonassignment provisions entered into in the ordinary course of business in leases, licenses and other contracts to the extent such provisions restrict the transfer, sublicensing or any such license or subletting of any such lease or the assignment of rights under any such contract; (7) with respect to a Subsidiary 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; (8) 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 agreements referred 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 financial covenant contained in such clause (b)Debt or agreement, (d)B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings, and (eC) the Issuer determines that any such encumbrance or (f)restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other -55- Restricted Subsidiary of the Company; or or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, ; except for such encumbrances or restrictions existing under or by reason of: : (a1) applicable law; ; (b2) 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; (d3) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (e4) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; ; (f5) any security or pledge agreements, leases or options (or similar agreements) containing customary restrictions on transfers of the Senior assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby to the extent such agreements, leases or options are not otherwise prohibited under this Indenture; (6) restrictions on cash or other deposits or net worth and prohibitions on assignment imposed by leases that are permitted under this Indenture; (7) customary provisions in joint venture agreements and other similar agreements; (8) the New Credit Facility and the A/R Facility; any instruments issued pursuant thereto; (g9) 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 or instrument governing Capital Stock of any Person pending that is acquired after the closing of such sale; Issue Date; (i10) 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 Liens permitted to be Incurred incurred pursuant to Section 4.94.17; (11) any restrictions on a Managed Care Entity pursuant to the applicable rules or regulations of, provided or undertakings made to, any regulatory entity having jurisdiction and authority over such Managed Care Entity; or (12) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2) through (11) above; provided, however, that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility as in effect on the Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (b), 2) through (d), (e) or (f11).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to the Borrower or in respect any of its Capital StockSubsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries; (2ii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Borrower or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (3iii) transfer any of its property properties or assets to the Company Borrower or any other of its Restricted Subsidiary of Subsidiaries. (b) Notwithstanding the Companyforegoing, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law; (b) agreements governing Existing Indebtedness and the Loan Documents (as defined Credit Facilities in effect on the Senior Subordinated Credit Agreement), this Indenture or encumbrances or restrictions substantially similar to the date hereof and other customary encumbrances and restrictions contained existing on or after the date hereof that are not more restrictive in the Loan Documents (as defined in the Senior Subordinated Credit Agreement) and this Indenture, as the case may beany material respect, taken as a whole, with respect to such TABLE OF CONTENTS dividend and other payment restrictions than those contained in such agreements on the date hereof (provided that the application of such restrictions and encumbrances to additional Restricted Subsidiaries not subject thereto on the date hereof shall not be deemed to make such restrictions and encumbrances more restrictive); (cii) non-assignment provisions of this Agreement and other customary encumbrances and restrictions existing in indentures and notes after the date hereof that are not more restrictive, in any contract or any lease entered into material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the ordinary course of businessthis Agreement; (diii) applicable law (including without limitation, rules, regulations and agreements with regulatory authorities); (iv) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; providedprovided that, howeverin the case of Indebtedness, that such Acquired Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition permitted by the Company or the Restricted Subsidiaryterms of this Agreement to be incurred; (ev) agreements existing on customary non-assignment provisions in leases entered into in the Issue Dateordinary course of business and consistent with past practices; (fvi) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the Senior Credit Facility and ordinary course of business that impose restrictions on that property of the A/R Facilitynature described in clause (iii) of paragraph (a) of this Section 5.06; (gvii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness; provided that the restrictions on contained in the transfer 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; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 5.05 hereof that limit the right of the debtor to dispose of the assets subject to any Lien permitted under this Indenture imposed by the holder of such LienLiens; (hx) restrictions imposed by any agreement provisions with respect to sell the disposition or distribution of assets permitted under this Indenture to any Person pending the closing of such sale; (i) Indebtedness or property in joint venture agreements, asset sale agreements, stock sale agreements and other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transactionsimilar agreements; provided that such restrictions apply only to the assets or property subject to such Receivables Entityjoint venture or similar agreement or to the assets or property being sold, as the case may be; (jxi) agreements governing Indebtedness permitted restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xii) restrictions applicable solely to be Incurred Project Finance Subsidiaries or International Project Finance Subsidiaries pursuant to Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board terms 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Non-Recourse Indebtedness.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1a) pay dividends or make any other distributions on or in respect of its Capital Stock; (2b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (3c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, Subsidiary; except for such encumbrances or restrictions existing under or by reason reasons of: (a1) applicable law; (b2) 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 wholeSecurities or the Guarantees; (c3) customary non-assignment provisions of any contract or any lease entered into in the ordinary course governing a leasehold interest of businessany Restricted Subsidiary; (d4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to the Company or any Restricted Subsidiary of the CompanyPerson, or the properties or assets of any such Person, other than the Person or 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; (e5) 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; (f7) any other agreement entered into after the Senior Credit Facility Issue Date that contains encumbrances and the A/R Facility; (g) restrictions on the transfer of assets subject that are not materially more restrictive with respect 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 Restricted Subsidiary than those in connection effect with a Qualified Receivables Transaction; provided that such restrictions apply only respect to such Receivables Entity; (j) agreements governing Indebtedness permitted to be Incurred Restricted Subsidiary pursuant to Section 4.9, provided that the provisions relating to such encumbrances or restrictions contained in such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions contained in the Senior Credit Facility agreements as in effect on the Issue Date; or; (k8) 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 refinancing, replacement that has been entered into in connection with the sale or substitution 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, assumed or Incurred incurred pursuant to an agreement referred to in clause (b2), (d4), (e) 5), (6), (8) or (f13) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement Refinancing Indebtedness are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b2), (d4), (e) 5), (6), (8) or (f)13) above.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital Stock; (2) make loans Stock or advances with respect to any other interest or to participation in, or measured by, its profits, or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (2) make loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary of the Company; or or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (a) applicable law; (bA) the Loan Documents (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 defined in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof, and any other Credit Facility; provided, however, that any such amendment, restatement, renewal, replacement or refinancing or other such Credit Facility is no more restrictive in the Senior Subordinated Credit Agreement), this Indenture or aggregate in any material respect with respect to such encumbrances or restrictions substantially similar to the encumbrances and restrictions than those contained in the Loan Documents (as defined agreement being amended, restated, renewed, replaced or refinanced or the U.S. Credit Agreement in effect on the Senior Subordinated Credit Agreement) and this IndentureIssue Date, as the case may be, taken as a whole; (cB) non-assignment provisions any applicable law or any rule, regulation or order of any contract or any lease entered into in the ordinary course of businessgovernmental authority; (dC) any instrument governing of an Acquired IndebtednessPerson acquired by the Company 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, which encumbrance as a result of or restriction is in contemplation of such acquisition; provided, however, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the assets of the Company, Company or the properties or assets of any such Person, Restricted Subsidiary other than the Acquired Person or 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 SubsidiaryPerson; (eD) agreements existing on the Issue Datecustomary non-assignment provisions in leases, licenses or contracts; (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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital Stock; Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries that is a stockholder of the Company; or such Person or (3iv) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries that is a stockholder of the Companysuch Person, except for such encumbrances or restrictions existing under or by reason of: (ai) encumbrances or restrictions as in effect on the Issue Date; (ii) any Credit Facility (existing on the Issue Date), this Indenture, the Notes, the Guarantees and any Surety Arrangement (existing on the Issue Date) or any Surety Arrangement arising after the Issue Date which, in the good faith judgment of the Board of Directors of the Company, contains substantially the same or less restrictive encumbrances or restrictions than those contained in any Surety Arrangements existing on the Issue Date and any permitted amendment, modification or supplement thereto and any permitted renewal, refinancing, replacement or refunding thereof; provided, that in the good faith judgment of the Board of Directors of the Company, such encumbrances or restrictions are in the aggregate no more restrictive than those contained in the agreements governing the Indebtedness being amended, modified, supplemented, extended, refinanced, renewed, replaced, defeased or refunded; (iii) 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; (div) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition of such Person becoming a Restricted 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 Property or assets of the Person (including any Subsidiary of the Person), so acquired; (v) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business and consistent with past practices; (vi) Refinancing Indebtedness; provided that, in the good faith judgment of the Board of Directors of the Company, such encumbrances or restrictions are in the aggregate no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (vii) Indebtedness having restrictions and encumbrances no more restrictive than those contained in this Indenture, the Notes and the Guarantees; provided that the Company is the primary obligor under such Indebtedness; (viii) customary restrictions in security agreements or mortgages or Permitted Liens securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages or Permitted Liens; (ix) customary restrictions in stock or asset purchase agreements to the extent such restrictions apply to the Person selling stock or assets (and/or such Person's Subsidiaries) solely during the period prior to the closing under such agreements; or (x) any encumbrance or restriction pursuant to an agreement relating to an acquisition of Property, so long as the encumbrances or restrictions in any such agreement relate solely to the Property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof). Nothing contained in this Section 4.12 shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the Section 4.5 or (ii) restricting the sale or other disposition of the Company, or the properties or assets of any such Person, other than the Person or the properties property or assets of the Person so acquired; provided, however, Company or any of its Restricted Subsidiaries that such Acquired secure Indebtedness was not incurred in connection with, or in anticipation or contemplation, of an acquisition by the Company or the any of its 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 Subsidiaries incurred in accordance with 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 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 Issue Date; or (k) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (b), (d), (e) or (f) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement are no less favorable to the Company or the Holders in any material respect as determined by the Board of Directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (d), (e) or (f)Indenture.