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

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any Restricted Subsidiaries, (ii) make loans or advances to the Company or any Restricted Subsidiaries, or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries, except, in each case, for such encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary 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, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall UK Holdco will not, and shall will not permit any Restricted Subsidiaries Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to: (ia) (Ai) pay dividends or make any other distributions to the Company UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company UK Holdco or any of the Restricted Subsidiaries,; (iib) make loans or advances to the Company UK Holdco or any of the Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company UK Holdco or any of the Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Indenture Agreement, Hedging Obligations and the Notesother documents relating to the Transactions; (2) agreements existing on this Agreement, the Issue Date Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the extent and Senior Secured Notes Indenture and, in the manner such agreements are in effect on the Issue Dateeach case, including the Credit Agreementany guarantees thereof; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company UK Holdco or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson and its Subsidiaries, other than the Person, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in acquired or the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredproperty or assets so assumed; (5) contracts or agreements for the sale of assets, including customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the closing right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such sale or disposition; ortransaction; (139) assignment purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired; (10) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests contained in joint venture or partnership agreements leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that are customary for impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such agreementslease, license, contract or agreement; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company restrictions apply only to make principal or interest payments on the Notes.such Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Casella will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company Casella or any of ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company Casella or any of ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries,; (ii2) make loans or advances to the Company Casella or any of ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries, ; or (iii3) transfer any of its properties or assets to the Company Casella or any of ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries. However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) the Senior Credit Facility or any Existing Indebtedness, in each case, as in effect on the date of this Indenture and any amendments or refinancings thereof; PROVIDED that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the Senior Credit Facility or such Existing Indebtedness, as in effect on the date of this Indenture; (2) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law, rule, regulation or order of any governmental authority; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Casella or any of its Restricted Subsidiary 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, however, PROVIDED that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions (and sublease restrictions) in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business Purchase Money Obligations that impose restrictions only on the property acquired of the nature set forth described in clause (iii3) of this Section 4.05 on the property or assets so acquiredpreceding paragraph; (7) any encumbrance agreement for the sale or restriction other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; PROVIDED that such sale or disposition is made in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this compliance with Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements4.13; (8) Permitted Refinancing Indebtedness; PROVIDED that such dividend and other restrictions contained in the requirements of any agreements governing such Permitted Securitization that Refinancing Indebtedness are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed not materially more restrictive, taken as a whole, than those contained in connection therewiththe agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 that limit the requirements right of Casella or any Standard Securitization Undertakingsof its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business business; (11) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business; and (12) any agreement relating to a Sale and Leaseback Transaction or Capital Lease Obligation, in each case, otherwise permitted by this Indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially with respect to a Sale and adversely affect the ability of the Company to make principal Leaseback Transaction or interest payments on the Notescapital lease.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(a) pay dividends or make any other distributions to the Company Issuer 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, or (Bb) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, , (ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries, or Subsidiaries or (iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche B Indenture and the Tranche B Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3d) applicable law; , (4e) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5f) customary non-assignment provisions or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business and consistent with past practices; business, (6g) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; , (7h) any encumbrance or restriction Permitted Refinancing Indebtedness, provided that the restrictions contained in an agreement effecting the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a Refinancing of whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to an agreement referred to in clause item (1)xii) of the second paragraph of Section 4.09 hereof, (2j) any instrument or (4) of agreement governing Indebtedness permitted to be incurred under this Section 4.05 or Indenture, which is secured by a Lien permitted to be incurred under this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Indenture, (2k) any instrument or (4) agreement governing Indebtedness or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions restrict generally protect or enhance the transfer ability of the property subject such Subsidiary to make funds available to the Liens created therebyIssuer, (l) IPP Sale Agreements and other contracts for Asset Sales or the Capital Stock other sales of the Person whose assets consistor Equity Interests, directly or indirectlyincluding, primarily of the property securing such Indebtedness; providedwithout limitation, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) customary restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed with respect to the issuance 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 of such Restricted Subsidiary pending the closing Subsidiary, (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or disposition; or transfer of all or substantially all of the common stock or assets of GTN, or (13n) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to do any of the following: (i) (Aa)(i) 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, or (Bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, Subsidiaries (iiit 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 any other distributions on Capital Stock); (b) make loans or advances to the Company or any of its Restricted Subsidiaries, or Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are Credit Facility or Existing Indebtedness, each as in effect on the Issue Date, including (2) this Indenture, the Credit Agreement; Notes and the Subsidiary Guarantees, (3) applicable law; , (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; , (5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6) by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice, (7) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiic) of this Section 4.05 above on the property or assets so acquired; , (78) customary provisions in any agreement creating any Hedging Obligations permitted under this Indenture, (9) Permitted Refinancing Indebtedness with respect to any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause clauses (1), (2) or and (4) of above, provided that the restrictions referred to in this Section 4.05 or this clause (7) or 4.08 that are contained in any amendment to an agreement enumerated in the agreements governing such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (more restrictive, taken as determined by the Board of Directors in its reasonable and good faith judgment) a whole, than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; Indebtedness being refinanced or (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (ia) (Ai) pay dividends or make any other distributions to the Company Holdings or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company Holdings or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company Holdings or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect or entered into or existing on the Issue Date, including pursuant to the Credit AgreementAgreement and the other documents relating to the Transactions; (2) this Indenture, the Securities and any Exchange Securities and guarantees thereof; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Holdings or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) contracts or agreements for the sale of assets, including customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (136) assignment restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements, operating or partnership other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction in the ordinary course of business; (8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (9) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business that are customary for impose restrictions of the type described in clause (c) above on the property subject to such agreementslease; (10) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions restrictions apply only to such Receivables Subsidiary; (11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings that is Incurred subsequent to the Issue Date pursuant to Section 4.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payment on the Securities (as determined by the Issuers in good faith); (12) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; (13) 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 Issuers or any Restricted Subsidiary thereof in any manner material to the Issuers or any Restricted Subsidiary thereof; (14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the opinion agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (15) contractual encumbrances or restrictions under the COLI Loans; (16) restrictions contained in the Loan Notes Instrument; and (17) any encumbrances or restrictions of the management type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Companycontracts, do instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) 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 materially and adversely affect be deemed a restriction on the ability of the Company to make principal distributions on Capital Stock and (ii) the subordination of loans or interest payments advances made to Holdings or a Restricted Subsidiary of Holdings to other Indebtedness Incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on the Notesability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall may not, and shall may not permit any Restricted Subsidiaries toSubsidiary, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (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, or ; (Bii) pay any Indebtedness indebtedness owed to the Company or any Restricted Subsidiaries,Subsidiary; (iiiii) make loans or advances to the Company or any Restricted Subsidiaries, Subsidiary; or (iiiiv) transfer any of its properties or assets to the Company or any Restricted SubsidiariesSubsidiary. (b) Notwithstanding the foregoing, exceptthe Company may, in each caseand may permit any Restricted Subsidiary to, for suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (1i) this Indenture and the Notes; (2) agreements existing on the Issue Date pursuant to the extent and in the manner such agreements are any agreement in effect on the Issue Date, including the Credit Agreement; (3ii) applicable law; (4) pursuant to an agreement relating to any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary 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)Debt, 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, Person so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquired and its Subsidiaries; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in pursuant to an agreement effecting a Refinancing of Indebtedness incurred Debt Incurred pursuant to an agreement referred to in clause (1), (2i) or (4ii) of this Section 4.05 above or this clause (7iv) or contained in any amendment to an agreement enumerated in such clause (1)below, (2) or (4) or this clause (7); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions provisions contained in any such refinancing Refinancing agreement relating to such encumbrance or amendment restriction are not materially less favorable to the Company no more restrictive taken as a whole (as determined in good faith by the Board Chief Financial Officer of Directors in its reasonable and good faith judgmentthe Company) than encumbrances and restrictions the provisions contained in such the predecessor agreementsagreement the subject thereof; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10iv) in the case of clause (iii) of this Section 4.054.6(a), consisting of restrictions contained in any security agreements agreement (including a Capital Lease Obligation) securing Debt of the Company or mortgages securing Indebtedness of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such encumbrances or restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenturesecurity agreement; (11v) restrictions with respect in the case of clause (iv) of Section 4.6(a), consisting of customary nonassignment provisions entered into in the ordinary course of business in leases governing leasehold interests, but only to any Investment imposed in connection with the making extent such provisions restrict the transfer of such Investmentthe lease or the property thereunder; (12vi) any restriction with respect to a Restricted Subsidiary 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 Restricted Subsidiary pending the closing Subsidiary; PROVIDED, HOWEVER, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such sale transaction occurs within one year of the date such agreement was entered into; (vii) imposed pursuant to applicable law or dispositionregulations; (viii) imposed pursuant to the Revolving Credit Agreement; (ix) imposed pursuant to the Senior Secured Note Purchase Agreement and the Senior Secured Notes; (x) imposed pursuant to this Indenture and the Notes; or (13xi) assignment provisions and provisions with respect to consisting of any restriction on the distribution sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesproperty.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to do any of the following: (i) (Aa)(i) 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, or (Bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, ; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries, or Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are Credit Facility or Existing Indebtedness, each as in effect on the Issue Date, including (2) this Indenture, the Credit Agreement; Notes and the Subsidiary Guarantees, (3) applicable law; , (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; , (5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6) by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice, (7) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiic) of this Section 4.05 above on the property or assets so acquired; , (78) customary provisions in bona fide contracts for the sale of properties or assets, (9) Permitted Refinancing Indebtedness with respect to any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause clauses (1), (2) or and (4) of above, provided that the restrictions referred to in this Section 4.05 or this clause (7) or 4.08 that are contained in any amendment to an agreement enumerated in the agreements governing such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (more restrictive, taken as determined by the Board of Directors in its reasonable and good faith judgment) a whole, than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; Indebtedness being refinanced or (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any the Issuer or Restricted Subsidiary Subsidiaries to: (ia) (Ai) pay dividends or make any other distributions to the Company Issuer or any Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company Issuer or any Restricted Subsidiaries,Subsidiary; (iib) make loans or advances to the Company Issuer or any Restricted Subsidiaries, Subsidiary; or (iiic) sell, lease or transfer any of its properties or assets to the Company Issuer or any Restricted Subsidiaries, except, Subsidiary; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents; (2) this Indenture, the Securities (and any Exchange Securities and guarantees thereof), the Security Documents and the Intercreditor Agreement; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in contracts or agreements for the ordinary course sale of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)assets, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (136) assignment Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described clause (c) above on the property or partnership assets which are subject to such agreement; (10) customary provisions contained in leases, subleases, licenses, Equity Interests or asset sale agreements and other similar agreements entered into in the ordinary course of business that are impose restrictions of the nature described in clause (c) above on the property so acquired; (11) customary for such agreementsprovisions restricting assignment of any agreement entered into in the ordinary course of business; (12) restrictions contained in any agreements related to a Permitted Sale/Leaseback Transaction that impose restrictions of the nature described in clause (c) above on the property so disposed; (13) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions restrictions apply only to such Receivables Subsidiary; (14) any restrictions imposed by any agreement relating to Indebtedness Incurred pursuant to Sections 4.03(xii) or 4.03(xiii) to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in this Indenture; (15) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is a Guarantor, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date under Section 4.03; (16) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted by Section 4.06 pending the consummation of such sale, transfer, lease or other disposition; (17) customary restrictions and conditions contained in the aggregatedocument relating to any Lien, so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (17); (18) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (19) any encumbrances or restrictions of the type referred to in Sections 4.05(a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the opinion good faith judgment of the management Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (1) the Company, do priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not materially and adversely affect be deemed a restriction on the ability of the Company to make principal distributions on Capital Stock and (2) the subordination of loans or interest payments advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the Notesability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted such Subsidiary to: (ia) (Ai) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries of the Guarantors on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company or any Restricted Subsidiaries,of its Guarantors; (iib) make loans or advances to the Company or any Restricted Subsidiaries, Guarantor; or (iiic) sell, lease or transfer any of its properties or assets to the Company or any Restricted SubsidiariesGuarantor, except, in each case, for such encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date; (2) this Indenture, including the Credit AgreementNotes and the related Guarantees; (3) applicable lawpurchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property or assets so acquired; (4) applicable law or any applicable rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority; (5) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired (or assumed in connection with the acquisition of property) by the Company or any Restricted Subsidiary as of its Subsidiaries in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson so acquired and its Subsidiaries, or the property or assets of the Person, Person so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business acquired and consistent with past practicesits Subsidiaries; (6) purchase money obligations contracts or agreements for property or assets acquired in the ordinary course sale of business that impose assets, including any restrictions with respect to a Subsidiary of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred Company pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.03 and 4.12 that apply solely to the closing assets securing such Indebtedness and/or the Subsidiaries of the Company incurring or guaranteeing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Company’s ordinary course of business; (9) other Indebtedness, Disqualified Stock or Preferred Stock of non-Guarantor Subsidiaries of the Company permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.03; (10) customary provisions in any partnership agreement, limited liability company organizational governance document, joint venture agreement and other similar agreement entered into in the Company’s ordinary course of business; (11) customary provisions contained in leases, subleases, licenses or sublicenses, Equity Interests or asset sale or disposition; oragreements and other similar agreements, including with respect to intellectual property, in each case, entered into in the Company’s ordinary course of business; (12) customary provisions restricting assignment of any agreement entered into in the Company’s ordinary course of business; (13) assignment provisions and provisions with respect other Indebtedness, Disqualified Stock or Preferred Stock of any Subsidiary of the Company that is incurred subsequent to the distribution Issue Date, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred subsequent to the Issue Date under Section 4.03 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company, taken as a whole, as determined by the Company in good faith, than the provisions contained in this Indenture or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of assets default thereunder) the payment of dividends in an amount sufficient, as determined by the Company in good faith, to make scheduled payments of cash interest on the Notes or a Guarantee when due; (14) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.06 pending the consummation of such sale, transfer, lease or other disposition; (15) customary restrictions and conditions contained in the document relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (15); (16) customary net worth or similar provisions contained in real property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements leases entered into by the Company or any Subsidiary in the Company’s ordinary course of business that are customary for so long as the Company or such agreements; provided, however, Subsidiary has determined in good faith that such net worth or similar provisions in the aggregate, in the opinion of the management of the Company, do could not materially and adversely affect reasonably be expected to impair the ability of the Company or such Subsidiary to meet its ongoing obligations; and (17) any encumbrances or restrictions of the type referred to in Sections 4.05(a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (1) 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 principal distributions on Capital Stock and (2) the subordination of loans or interest payments advances made to the Company or a Subsidiary of the Company to other Indebtedness incurred by the Company or any such Subsidiary shall not be deemed a restriction on the Notesability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Top Borrower will not, and shall will not permit any Restricted Subsidiaries Subsidiary that is not a Loan Party to, directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Loan Party to: (ia) (Ai) pay dividends or make any other distributions to the Company Top Borrower or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company Top Borrower or any of the Restricted Subsidiaries,; (iib) make loans or advances to the Company Top Borrower or any of the Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company Top Borrower or any of the Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Indenture Agreement, Hedging Obligations and the Notesother documents relating to the Transactions; (2) agreements existing on this Agreement, the Issue Date to Loan Documents, the extent and Second Lien Documents and, in the manner such agreements are in effect on the Issue Dateeach case, including the Credit Agreementany guarantees thereof; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Top Borrower or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges with or into the Top Borrower or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson and its Subsidiaries, other than the Person, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in acquired or the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredproperty or assets so assumed; (5) contracts or agreements for the sale of assets, including customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; restrictions (6A) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending (B) restricting assignment of any agreement entered into in the closing ordinary course of such sale business, (C) constituting restrictions on cash or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements deposits imposed by customers under contracts entered into in the ordinary course of business and (D) which apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Top Borrower or any Restricted Subsidiary; (6) Indebtedness secured by a Lien that are is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers; (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired; (10) customary provisions contained in leases, licenses, contracts and other similar agreements (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such agreementslease, license, contract or agreement; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company restrictions apply only to make principal or interest payments on the Notes.such Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Lessee shall not, and shall not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) pay dividends or make any other distributions to the Company Lessee or any Restricted of its Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (Bb) pay any Indebtedness indebtedness owed to the Company Lessee or any Restricted of its Subsidiaries, , (iic) make loans or advances to the Company Lessee or any Restricted Subsidiaries, or of its Subsidiaries or (iiid) transfer any of its properties or assets to the Company Lessee or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) this Indenture and Existing Indebtedness, (ii) the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue DateOperative Documents, including the Credit Agreement; , the 1998 Note Purchase Agreement and the 1998 Fixed Rate Senior Notes, (3iii) applicable law; , (4iv) any instrument governing Acquired Indebtedness or Capital Stock Interests of a Person acquired by the Company Lessee or any Restricted Subsidiary of its Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), 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, howeverprovided that the Consolidated Cash Flow of such Person to the extent that dividends, thatdistributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Agreement, (5v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiid) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2vii) or (4) Permitted Refinancing Indebtedness of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Existing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced or (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9viii) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing other Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect subsequent to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed Restatement Effective Date pursuant to an agreement entered into for the sale or disposition provisions of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; providedSection 5.21 hereof, however, provided that such provisions restrictions are no more restrictive than those contained in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesthis Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) (Aa) pay dividends or make any other distributions to the Company on or any Restricted Subsidiaries on in respect of its Capital Stock Equity Interests; (b) make loans or with respect to any other interest advances or participation in, or measured by, its profits, or (B) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiaries, Subsidiary; or (ii) make loans or advances to the Company or any Restricted Subsidiaries, or (iiic) transfer any of its properties or assets to the Company or any other Restricted Subsidiaries, except, in each case, for such Subsidiary; except for: (i) encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) of applicable law; (4ii) encumbrances or restrictions existing under this Agreement, the Notes and the Note Guarantees; (iii) customary non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (iv) encumbrances or restrictions existing under agreements existing on the date of this Agreement (including, without limitation, the New Credit Agreement) as in effect on that date; (v) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien; (vi) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Agreement to any Person pending the closing of such sale; (vii) any instrument governing Acquired Indebtedness or Capital Stock Indebtedness, the incurrence of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness which was incurred in connection with or in contemplation of such acquisition)permitted under this Agreement, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets Person so acquired; (7viii) any encumbrance or restriction in an other agreement effecting a Refinancing of governing Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, entered into after the Issue Date that the contains encumbrances and restrictions contained in any such refinancing agreement or amendment that are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions more restrictive with respect to any Investment imposed Restricted Subsidiary than those in connection effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the making of such InvestmentIssue Date; (12ix) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or in partnership interests in joint venture or partnership agreements, limited liability company organizational governance documents, Joint Venture agreements and other similar agreements entered into in the ordinary course of business that are customary for restrict the transfer of ownership interests in such agreementspartnership, limited liability company, Joint Venture or similar Person; (x) Non-Recourse Purchase Money Indebtedness incurred in compliance with Section 4.09 hereof that imposes restrictions of the nature described in clause (c) above on the assets acquired; (xi) Indebtedness arising from the guarantee of the Company or any Restricted Subsidiary of any Indebtedness of the Company, the incurrence of which was permitted under this Agreement; and (xii) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that such provisions in the aggregateamendments or refinancings are, in the opinion of the management good faith judgment of the Company's Board of Directors, do not no more materially restrictive with respect to such encumbrances and adversely affect the ability of the Company restrictions than those prior to make principal such amendment or interest payments on the Notesrefinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Casella will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries,; (ii2) make loans or advances to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries, ; or (iii3) transfer any of its properties or assets to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries. However, exceptthe preceding restrictions will not apply, in each casewith respect to any series of Securities, for such to encumbrances or restrictions existing under or by reason of: (1) this Indenture the Senior Credit Facility, the Second Lien Notes Documents or any Existing Indebtedness, in each case, as in effect on the Issue Date of such Series and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the NotesSenior Credit Facility, the Second Lien Notes Documents, the Senior Subordinated Notes Documents or such Existing Indebtedness, as applicable, as in effect on the Issue Date of such series; (2) agreements existing on this Indenture and the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementSecurities of each series; (3) applicable law, rule, regulation or order of any governmental authority; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Casella or any of its Restricted Subsidiary 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, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions (and sublease restrictions) in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business Purchase Money Obligations that impose restrictions only on the property acquired of the nature set forth described in clause (iii3) of this Section 4.05 on the property or assets so acquiredpreceding paragraph; (7) any encumbrance agreement for the sale or restriction in an agreement effecting other disposition of a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreementsother disposition; (8) Permitted Refinancing Indebtedness; provided that such dividend and other restrictions contained in the requirements of any agreements governing such Permitted Securitization that Refinancing Indebtedness are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed not materially more restrictive, taken as a whole, than those contained in connection therewiththe agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 that limit the requirements right of Casella or any Standard Securitization Undertakingsof its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements (including, without limitation, agreements with respect to Restricted Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business business; (11) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business; and (12) any agreement relating to a Sale and Leaseback Transaction, Purchase Money Obligation, industrial revenue bond or Capital Lease Obligation, in each case, otherwise not prohibited by this Indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary for such agreements; providedwith respect to a Sale and Leaseback Transaction, howeverPurchase Money Obligation, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal industrial revenue bond or interest payments on the Notescapital lease.

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 suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of the Company's Restricted Subsidiaries,; (ii) make loans or advances to the Company or any of the Company's Restricted Subsidiaries, ; or (iii) transfer any of its properties or assets to the Company or any of the Company's Restricted Subsidiaries. However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are Existing Indebtedness as in effect on the Issue Date, including the Credit Agreementdate of this Indenture; (3ii) this Indenture, the Notes and the Subsidiary Guarantees; (iii) the Senior Credit Facilities; (iv) applicable law; (4v) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5vi) customary non-assignment provisions in leases leases, licenses or similar agreements entered into in the ordinary course of business and consistent with past practices; (6vii) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature set forth described in clause (iii) of this Section 4.05 on the property or assets so acquiredpreceding paragraph; (7viii) asset sale agreements and stock sale agreements, including any encumbrance agreement for the sale or restriction in an agreement effecting other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (ix) Permitted Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)Indebtedness, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to more restrictive, in the Company (as determined by good faith judgment of the Board of Directors in its reasonable and good faith judgment) of the Company, taken as a whole, than encumbrances and restrictions those contained in such predecessor agreementsthe agreements governing the Indebtedness being refinanced; (8) x) restrictions on the requirements transfer of any Permitted Securitization that are exclusively applicable assets subject to any bankruptcy remote Special Purpose Subsidiary formed in connection therewithLien permitted under this Indenture imposed by the holder of such Lien; (9xi) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenturepursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (11xii) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions business; (xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregateordinary course of business; (xiv) any agreement or instrument governing Indebtedness or preferred stock (whether or not outstanding) of Foreign Subsidiaries of the Company that was permitted by this Indenture to be incurred; (xv) Indebtedness incurred after the date hereof in accordance with the terms of this Indenture; provided that the restrictions contained in the agreements governing such new Indebtedness are, in the opinion good faith judgment of the management Board of Directors of the Company, do not materially and adversely affect less favorable, taken as a whole, to the ability Holders of the Company to make principal or interest payments Notes than those contained in the agreements governing Indebtedness on the Notesdate hereof; (xvi) any agreement or instrument placing contractual restrictions applicable only to a Securitization Entity effected in connection with, or Liens on receivables or related assets which are the subject of, a Permitted Securitization Transaction; and (xvii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvi) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock Interests or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (Bii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, , (iib) make loans or advances to the Company or any Restricted Subsidiaries, or of its Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any Restricted of its Subsidiaries. However, except, in each case, for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: reasons of (1i) this Indenture and the Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3ii) applicable law; , (4iii) any instrument governing Acquired Indebtedness or Capital Stock Interests of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, PROVIDED that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5iv) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6v) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiic) of this Section 4.05 above on the property or assets so acquired; , (7vi) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that for the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness sale of a Restricted Subsidiary to that restricts distributions by that Restricted Subsidiary pending its sale, (vii) Permitted Refinancing Indebtedness, PROVIDED that the extent restrictions contained in the agreements governing such restrictions restrict Permitted Refinancing Indebtedness are no more restrictive than those contained in the transfer of agreements governing the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such IndebtednessIndebtedness being refinanced; provided, however, that such Liens were (viii) secured Indebtedness otherwise permitted to be incurred under this Indenture; pursuant to the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; and (11ix) restrictions with respect to any Investment on cash or other deposits or net worth imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements by customers under contracts entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(a) pay dividends or make any other distributions to the Company Issuer 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, or (Bb) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, , (ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries, or Subsidiaries or (iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche A Indenture and the Tranche A Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3d) applicable law; , (4e) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5f) customary non-assignment provisions or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business and consistent with past practices; business, (6g) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; , (7h) any encumbrance or restriction Permitted Refinancing Indebtedness, provided that the restrictions contained in an agreement effecting the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a Refinancing of whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to an agreement referred to in clause item (1)xii) of the second paragraph of Section 4.09 hereof, (2j) any instrument or (4) of agreement governing Indebtedness permitted to be incurred under this Section 4.05 or Indenture, which is secured by a Lien permitted to be incurred under this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Indenture, (2k) any instrument or (4) agreement governing Indebtedness or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions restrict generally protect or enhance the transfer ability of the property subject such Subsidiary to make funds available to the Liens created therebyIssuer, or (l) contracts for the Capital Stock sale of the Person whose assets consistassets, directly or indirectlyincluding, primarily of the property securing such Indebtedness; providedwithout limitation, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) customary restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed with respect to the issuance 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 of such Restricted Subsidiary pending the closing of such sale or disposition; or (13m) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to: (ia) (Ai) pay dividends or make any other distributions to the Company Issuer 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, Stock; or (Bii) pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1i) contractual encumbrances or restrictions of the Issuer or any of its Restricted Subsidiaries in effect on the Issue Date, including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts, the Existing Opco Notes Indenture, the Existing Opco Notes and the other documents relating to the Existing Opco Notes Indenture and Indebtedness permitted pursuant to Section 3.3(b)(iii); (ii) this Indenture, the Notes and the Guarantees and the other documents relating to this Indenture and the Notes; (2iii) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Dateapplicable law or any applicable rule, including the Credit Agreementregulation or order; (3) applicable law; (4iv) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by or merged, amalgamated or consolidated with or into the Company Issuer or any Restricted Subsidiary as or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof)), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired or designated; providedprovided that in connection with a merger, howeveramalgamation or consolidation under this clause (iv), thatif a Person other than the Issuer or such Restricted Subsidiary is the successor company with respect to such merger, in amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case of an instrument governing Acquired Indebtednessmay be, such Indebtedness was permitted by the terms Issuer or such Restricted Subsidiary, as the case may be, at the time of this Indenture to be incurredsuch merger, amalgamation or consolidation; (5v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property encumbrances or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement contracts or amendment are not materially less favorable to agreements for the Company (as determined by the Board sale of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively assets applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making pending consummation of such Investment; (12) any restriction sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the closing ordinary course of business; (vii) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such sale or disposition; ortransaction, which limitation is applicable only to the assets that are the subject of those agreements; (13viii) assignment provisions purchase money obligations for property acquired and provisions with respect Capitalized Lease Obligations, to the distribution extent such obligations impose restrictions of assets or the nature discussed in Section 3.6(c) on the property or joint venture or partnership interests so acquired; (ix) customary provisions contained in joint venture or partnership agreements leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in Section 3.6(c) on the property subject to such lease; (x) any encumbrance or restriction effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Issuer, is necessary or advisable to effect such Qualified Receivables Financing; (xi) any encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer or a direct or indirect parent of the Issuer in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole, are customary for not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture, the Existing Opco Notes Indenture or the Senior Credit Agreement (as determined by the Issuer or a direct or indirect parent of the Issuer in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of the assets securing such agreements; providedIndebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, howevernot relating to any Indebtedness, and that such provisions do not, individually or in the aggregate, in (x) detract from the opinion value of the management property or assets of the Company, do not Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially and adversely affect the Issuer’s ability of the Company to make anticipated principal or interest payments on the Notes, in each case, as determined by the Issuer or a direct or indirect parent of the Issuer in good faith; (xiv) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture; and (xv) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) of this Section 3.6 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in the immediately preceding clauses (i) through (xiv) of this Section 3.6; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Issuer or a direct or indirect parent of the Issuer, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) 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 and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

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 suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on its Equity Interests to the Company or to any of the Company's Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of the other Restricted Subsidiaries,; (ii2) make loans or advances to or make other investments in the Company or any of its Restricted Subsidiaries, ; or (iii3) transfer any of its properties or assets to the Company or to any of the other Restricted SubsidiariesSubsidiaries (other than rights of first refusal granted in the ordinary course of business). However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notesany Credit Facility; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law; (4) any instrument Instrument governing Acquired Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred 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 such Person, or the property or assets of the such Person, so acquired; provided, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredIncurred; (53) customary non-assignment provisions in licenses, easements and leases (and in contracts, such provisions relating to the non-assignability of such contracts) entered into in the ordinary course of business and consistent with past practices; (64) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature set forth described in clause (iii3) of this the preceding paragraph; (5) any agreement for the sale or other disposition of a Restricted Subsidiary that contains any one or more of the restrictions described in clauses (1) through (3) of the preceding paragraph by such Restricted Subsidiary pending its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within 90 days; (6) 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 agreement governing the Indebtedness being refinanced; (7) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to Section 4.05 on 5.15 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (8) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired; (7) any encumbrance or restriction acquired and is not and was not created in an agreement effecting a Refinancing anticipation of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7)acquisitions; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith;or (9) the requirements any agreement or instrument relating to any Acquired Debt of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to at the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of date on which such Restricted Subsidiary pending was acquired by the closing Company or any of its Restricted Subsidiaries (other than Indebtedness Incurred in anticipation of such sale acquisitions and provided such encumbrances or disposition; or (13) assignment provisions and provisions with respect restrictions extend only to the distribution property of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesacquired Restricted Subsidiary).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) 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, or (B) pay any Indebtedness owed to the Company or any Restricted of its Subsidiaries, , (iib) make loans or advances to the Company or any Restricted Subsidiaries, or of its Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) this Indenture Existing Indebtedness and the Notes; (2) existing agreements existing on the Issue Date to the extent and in the manner such agreements are as in effect on the Issue Datedate of this Indenture, including (ii) any Credit Agreement containing any encumbrances or restrictions that are no more restrictive with respect to the provisions set forth in clauses (a), (b) and (c) above than the 1994 Credit Agreement; Agreement as in effect on the date of its expiration, (3iii) applicable law; law or regulation, (4iv) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary Debt as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with with, or in contemplation of 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, however, that, PROVIDED that the Consolidated Cash Flow of such Person shall not be taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Indenture, (5v) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4vi) of this Refinancing Indebtedness, as defined in Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)4.09 herein, (2) or (4) or this clause (7); provided, however, PROVIDED that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbeing refinanced.

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 suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries,; (ii2) make loans or advances to the Company or any of its Restricted Subsidiaries, ; or (iii3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, . (b) The restrictions in each case, for such Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and the NotesIndenture; (2) agreements existing on this Indenture, the Issue Date to Notes and the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementNote Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property or assets acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause (iii3) of this Section 4.05 on the property or assets so acquired4.08(a) hereof; (7) any encumbrance agreement for the sale or restriction other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in an agreement effecting the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a Refinancing whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens (or Indebtedness secured thereby) 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 limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) Indebtedness incurred pursuant or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to an agreement such Receivables Subsidiary; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions of the type referred to in clause clauses (1), (2) or and (43) of this Section 4.05 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or this clause refinancings of the contracts, instruments or obligations referred to in clauses (71) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (14) Indebtedness of any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7)Restricted Subsidiary other than a Domestic Restricted Subsidiary; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors of the Company determines in its reasonable and good faith judgment) than encumbrances and at the time such dividend or other payment restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization are created that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, they do not materially and adversely affect the Company’s ability of to fulfill its obligations under the Company to make principal or interest payments on the NotesNotes and this Indenture.

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 suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: : (i) (Aa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (Bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, ; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or (c) sell, or (iii) lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, ; except (in each case, ) for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect on the Issuance Date, including pursuant to the Senior Credit Facility and its related documentation; (2) this Indenture and the Notes; (23) agreements existing 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 Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable lawproperty so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations contracts for property or assets acquired in the ordinary course sale of business that impose assets, including, without limitation customary restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (137) assignment provisions secured Indebtedness otherwise permitted to be incurred pursuant to Sections 1010 and provisions with respect 1011 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the distribution Issuance Date pursuant to the provisions of assets or property or joint venture or partnership interests Section 1010 hereof; (10) customary provisions in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are business; (11) customary for such agreements; provided, however, that such provisions contained in leases and other agreements entered into in the aggregateordinary course of business; (12) restrictions created in connection with any Receivables Facility that, in the opinion good faith determination of the management Board of Directors of the Company, do not materially and adversely affect the ability are necessary or advisable to effect such Receivables Facility; or (13) any encumbrances or restrictions of the Company type referred to make principal in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or interest payments on refinancings of the Notescontracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries,; (ii2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries, ; or (iii3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) However, except, the preceding restrictions in each case, for such Section 4.15(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement or related documents or (y) on the Issue Date, including, without limitation, pursuant to Existing Indebtedness and the Notesits related documentation; (2) agreements existing on this Indenture and the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementSecurities; (3) applicable lawpurchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.15(a) on the property so acquired; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations contracts for property or assets acquired in the ordinary course sale of business that impose assets, including, without limitation, customary restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (7) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.10 and 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness or Preferred Stock (i) of the Issuer or any Restricted Subsidiary pending that is a Guarantor that is incurred subsequent to the closing Issue Date pursuant to Section 4.10 or (ii) that is incurred by a Foreign Subsidiary of such sale the Issuer subsequent to the Issue Date pursuant to clause (1), (4), (11) or disposition; or(20) of Section 4.10(b); (1310) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business business; (11) customary provisions contained in leases, subleases, licenses or asset sale agreements and other agreements; (12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.15(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (I) through (11) of this Section 4.15(b), provided that are customary for such agreementsamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (13) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such provisions restrictions apply only to such Securitization Subsidiary; or (14) any encumbrance or restriction in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal connection with Non-Recourse Product Financing Indebtedness or interest payments on the NotesNon-Recourse Acquisition Financing Indebtedness.

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 suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (i) (Aa) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances, or pay any Indebtedness or other obligation owed, to the Company or any other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, Subsidiary of the Company; or (B) pay any Indebtedness owed to the Company or any Restricted Subsidiaries, (ii) make loans or advances to the Company or any Restricted Subsidiaries, or (iiic) transfer any of its properties property or assets to the Company or any other Restricted SubsidiariesSubsidiary of the Company, except, in each case, except for such encumbrances or restrictions existing under or by reason of: : (1) applicable law; (2) this Indenture Indenture, the Senior Subordinated Securities and the Notes; Subsidiary Guarantees; (23) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any agreement governing Acquired Indebtedness, but only if such encumbrance or restriction shall not apply to any Person, or the assets of any Person, other than the Person, or the assets of the Person, so acquired; (5) agreements existing on the Issue Date Date, to the extent and in the manner such agreements are in effect on the Issue Date, including ; (6) the Credit Agreement; ; (3) applicable law; (47) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by Permitted Lien, to the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except extent and only to the extent such Indebtedness was incurred in connection with instrument restricts the transfer or in contemplation other disposition of assets subject to 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 acquiredPermitted Lien; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) any contract for the requirements sale of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05specified assets, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created therebyincluding, or the Capital Stock of the Person whose assets consistwithout limitation, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an any agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary Subsidiary, to be consummated in accordance with the terms of this Indenture, pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect PROVIDED that any such restriction relates solely to the distribution of Capital Stock or assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for the subject of such agreementsagreement; provided(9) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction or the charter documents of such Securitization Entity; PROVIDED that, howeverin any case, such restrictions apply only to such Securitization Entity; and (10) any agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; PROVIDED, HOWEVER, that the provisions relating to such provisions encumbrance or restriction contained in the aggregate, in the opinion of the management of the Company, do any such Indebtedness are not materially and adversely affect more restrictive, as determined by the ability Board of Directors of the Company or such Restricted Subsidiary, as the case may be, in their reasonable and good faith judgment, than the provisions relating to make principal such encumbrance or interest payments on the Notesrestriction contained in agreements referred to in such clause (2), (4), (5) or (6).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, not and shall not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(a) pay dividends or make any other distributions to the Company or any Restricted of its Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, profits or (Bb) pay any Indebtedness indebtedness owed to the Company or any Restricted of its Subsidiaries, , (ii) make loans or advances to the Company or any Restricted Subsidiaries, or of its Subsidiaries or (iii) transfer any of its properties or assets to the Company or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1a) this Indenture and the Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3b) applicable law; , (4c) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary of its Subsidiaries or any instrument governing Indebtedness secured by assets acquired by the Company or any of its Subsidiaries, in each case, 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, or the property or asset so acquired; provided, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5d) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6e) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2f) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Permitted Refinancing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or amendment are not materially less favorable to (g) customary non-assignment provisions in documents entered into by a Subsidiary of the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) with a receivables or equipment financing that impose restrictions of the requirements of any Standard Securitization Undertakings; (10) nature described in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of above on the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesfinancings.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, ; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries, or ; or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except, in each case, for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the date of this Indenture; (b) the New Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; (c) this Indenture and the Notes; ; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3d) applicable law; law and any applicable rule, regulation or order; (4e) any agreement or instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such that acquisition (except to the extent such Indebtedness was incurred in connection with or created 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such that Indebtedness was permitted by the terms of this Indenture to be incurred; ; (5f) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; ; (6g) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiie) of this Section 4.05 above on the property or assets so acquired; ; (7h) any encumbrance or restriction in an agreement effecting contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending that Subsidiary; (i) Permitted Refinancing Indebtedness, provided that the closing restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are, in the good faith judgment of such sale or disposition; or (13) assignment provisions and provisions with respect the Company's board of directors, not materially less favorable, taken as a whole, to the distribution Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced; (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing that Indebtedness; (k) restrictions on cash or property other deposits or joint venture net worth imposed by customers under contracts entered into in the ordinary course of business; (l) other Indebtedness or partnership interests Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant to the provisions of Section 4.09 hereof; (m) customary provisions in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreementsbusiness; provided, however, that such provisions and (n) restrictions created in the aggregateconnection with any Receivables Facility that, in the opinion good faith determination of the management board of directors of the Company, do not materially and adversely affect the ability of the Company are necessary or advisable to make principal or interest payments on the Noteseffect that Receivables Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i1) (A) pay dividends or make any other distributions to the Company Issuer or any of the Restricted Subsidiaries (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any Indebtedness owed to the Company Issuer or any of the Restricted Subsidiaries,; (ii2) make loans or advances to the Company Issuer or any of the Restricted Subsidiaries, ; or (iii3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of the Restricted Subsidiaries, except, in each case, for such . (b) Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit AgreementAgreement and the other Credit Agreement Documents, the Existing Senior Notes Indentures, the Existing Senior Notes and the guarantees thereof; (2) this Indenture, the Notes and the Note Guarantees; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in contracts or agreements for the ordinary course sale of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose assets, including restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or; (136) assignment Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits (including escrowed funds) or net worth imposed by customers and franchisees under contracts entered into in the ordinary course of business; (8) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements and other similar agreements relating solely to such joint venture entered into in the ordinary course of business; (9) purchase money obligations and Financed Lease Obligations, in each case for property acquired or partnership agreements leased in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) above on the property so acquired or leased; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that are customary for impose restrictions of the type described in clause (3) of Section 4.08(a) above on the property subject to such agreementslease; (11) any encumbrance or restriction on a Special Purpose Securitization Subsidiary that, in the good faith judgment of senior management or the Board of Directors of the Issuer, is reasonably required in connection therewith; provided, however, that such provisions in the aggregate, in the opinion restrictions apply only to Special Purpose Securitization Subsidiaries; (12) other Indebtedness or Disqualified Stock of the management Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Non-Guarantor Subsidiary that is Incurred subsequent to the Company, do Issue Date and permitted pursuant to Section 4.09; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially and adversely affect the Issuer’s ability of the Company to make anticipated principal or interest payments on the NotesNotes (as determined in good faith by senior management or the Board of Directors of the Issuer); or (13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) 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 senior management or the Board of Directors of the Issuer, no more restrictive with respect to such encumbrances and other restrictions taken as a whole than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (c) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company DBS Corp shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) pay dividends or make any other distributions to the Company DBS Corp 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, or (B) pay any Indebtedness owed to the Company DBS Corp or any Restricted of its Subsidiaries, , (iib) make loans or advances to the Company DBS Corp or any Restricted Subsidiaries, or of its Subsidiaries or (iiic) transfer any of its properties or assets to the Company DBS Corp or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) this Indenture Existing Indebtedness and the Notes; (2) existing agreements existing on the Issue Date to the extent and in the manner such agreements are as in effect on the Issue Datedate of this Indenture, including (ii) any Credit Agreement containing any encumbrances or restrictions that are no more restrictive with respect to the provisions set forth in clauses (a), (b) and (c) above than the 1994 Credit Agreement; Agreement as in effect on the date of its expiration, (3iii) applicable law; law or regulation, (4iv) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary Debt as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with with, or in contemplation of 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, however, that, PROVIDED that the Consolidated Cash Flow of such Person shall not be taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Indenture, (5v) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4vi) of this Refinancing Indebtedness, as defined in Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)4.9 herein, (2) or (4) or this clause (7); provided, however, PROVIDED that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbeing refinanced.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (Bb) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, , (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, or Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except, in each case, for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the date of this Indenture, (b) this Indenture and the Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3c) applicable law; , (4d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5e) customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices; , (6f) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; , (7g) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that for the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness sale of a Restricted Subsidiary to or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its sale, (h) Permitted Refinancing Indebtedness, provided that the extent restrictions contained in the agreements governing such restrictions restrict Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the transfer of agreements governing the property subject to the Liens created therebyIndebtedness being refinanced (whether or not such prior agreements remain outstanding), or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were (i) secured Indebtedness otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition provisions of all or substantially all Section 4.12 hereof that limit the right of the Capital Stock or debtor to dispose of the assets of securing such Restricted Subsidiary pending the closing of such sale or disposition; or Indebtedness, (13j) assignment customary provisions and provisions with respect to the distribution of assets or property or in partnership agreements, limited liability company organizational governance documents, joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; providedbusiness, however, that such provisions (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregateordinary course of business and (l) the Senior Credit Facility as in effect from time to time, provided that the restrictions contained therein shall be no more restrictive, taken as a whole, than those contained in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments Senior Credit Facility as in effect on the NotesIssue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Lessee shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) pay dividends or make any other distributions to the Company Lessee or any of the Restricted Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (Bb) pay any Indebtedness indebtedness owed to the Company Lessee or any of the Restricted Subsidiaries, , (iic) make loans or advances to the Company Lessee or any of the Restricted Subsidiaries, or Subsidiaries or (iiid) transfer any of its properties or assets to the Company Lessee or any of the Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) this Indenture and Existing Indebtedness, (ii) the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue DateOperative Documents, including the Credit Agreement; , the 1998 Note Purchase Agreement, the 1998 Fixed Rate Senior Notes, the 2000 Note Purchase Agreement and the 2000 Notes, (3iii) applicable law; , (4iv) any instrument governing Acquired Indebtedness or Capital Stock Interests of a Person acquired by the Company Lessee or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), 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, howeverprovided that the Consolidated Cash Flow of such Person to the extent that dividends, thatdistributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Agreement, (5v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiid) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2vii) or (4) Permitted Refinancing Indebtedness of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Existing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced or (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9viii) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing other Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect subsequent to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed Effective Date pursuant to an agreement entered into for the sale or disposition provisions of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; providedSection 5.21 hereof, however, provided that such provisions restrictions are no more restrictive than those contained in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesthis Agreement.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa)(i) 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, or (Bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, , (iib) make loans or advances to the Company or any of its Restricted Subsidiaries, or Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1) the Credit Facility or Existing Indebtedness, each as in effect on July 21, 1997, (2) this Indenture, the Notes, the Series A/B Indenture , the Series A/B Notes, the Series D Indenture, the Series D Notes, the Series F Indenture and the Series F Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law; , (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiic) of this Section 4.05 above on the property or assets so acquired; , (7) any encumbrance customary provisions in bona fide contracts for the sale of property or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) assets or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Refinancing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed Indebtedness referred to in connection with clauses (1) and (2) above, provided that the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into restrictions contained in the ordinary course of business that agreements governing such Permitted Refinancing Indebtedness are customary for such agreements; providednot materially more restrictive, howevertaken as a whole, that such provisions than those contained in the aggregate, in agreements governing the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the NotesIndebtedness being refinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) pay dividends or make any other distributions to the Company Borrower or any Restricted of its Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (Bb) pay any Indebtedness indebtedness owed to the Company Borrower or any Restricted of its Subsidiaries, , (iic) make loans or advances to the Company Borrower or any Restricted Subsidiaries, or of its Subsidiaries or (iiid) transfer any of its properties or assets to the Company Borrower or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) Existing Indebtedness, (ii) this Indenture Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3iii) applicable law; , (4iv) any instrument governing Acquired Indebtedness or Capital Stock Interests of a Person acquired by the Company Borrower or any Restricted Subsidiary of its Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), 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, howeverprovided that the Consolidated Cash Flow of such Person to the extent that dividends, thatdistributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Agreement, (5v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiid) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2vii) or (4) Permitted Refinancing Indebtedness of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Existing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced or (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9viii) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing other Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect subsequent to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed Restatement Effective Date pursuant to an agreement entered into for the sale or disposition provisions of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; providedSection 8.05 hereof, however, provided that such provisions restrictions are no more restrictive than those contained in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesthis Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (ia) (Ai) pay dividends or make any other distributions to the Company Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Indenture Agreement, the ABL Documents, Hedging Obligations and the Notesother documents relating to the Transactions; (2) agreements existing on this Agreement, the Issue Date to Loan Documents, the extent and ABL Documents and, in the manner such agreements are in effect on the Issue Dateeach case, including the Credit Agreementany guarantees thereof; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson and its Subsidiaries, other than the Person, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in acquired or the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredproperty or assets so assumed; (5) contracts or agreements for the sale of assets, including customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 6.1 and 6.6 that limit the closing right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary and usual provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such sale or disposition; ortransaction; (139) assignment purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 6.3 on the property so acquired; (10) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests contained in joint venture or partnership agreements leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 6.3 on the property subject to such lease, license, contract or agreement; (11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 6.1; provided that either (A) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith) or (B) such encumbrances and restrictions are customary for such agreements; providednot materially more restrictive, howevertaken as a whole, than those, in the case of encumbrances, outstanding on the Closing Date, and in the case of restrictions, contained in this Agreement; (12) any Restricted Investment not prohibited by Section 6.2 and any Permitted Investment; (13) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that such provisions 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 Borrower or any Restricted Subsidiary thereof; (14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the opinion agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; (15) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the management Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the CompanyBorrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (16) any encumbrances or restrictions of the type referred to in clauses (a), do (b) and (c) of this Section 6.3 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive as a whole with respect to such dividend and adversely affect other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.3, (i) 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 and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Company Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make principal loans or interest payments on the Notesadvances.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, , (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, or or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1A) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) this Indenture, the Notes, and the 1997 Indenture and the 1997 Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3D) applicable law; , (4E) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5F) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6G) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in this clause (iii) of this Section 4.05 on the property or assets so acquired; , (7H) any encumbrance or restriction Permitted Refinancing Indebtedness, provided that the restrictions contained in an agreement effecting the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary, (J) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to 4.09 and 4.12 that limit the closing right of the debtor to dispose of the assets securing such sale Indebtedness, (K) restrictions on cash or disposition; or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, or (13L) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (ia) (Ai) pay dividends or make any other distributions to the Company or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company or any of the Restricted Subsidiaries,; (iib) make loans or advances to the Company or any of the Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company or any of the Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit AgreementAgreement and the other Credit Agreement Documents and the Existing Notes and the guarantees thereof and the indentures relating thereto; (2) this Indenture and the Notes (and any Exchange Notes and guarantees thereof); (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in contracts or agreements for the ordinary course sale of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)assets, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or; (136) assignment Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations and Capitalized Lease Obligations, in each case for property acquired or partnership agreements leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired or leased; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that are customary for impose restrictions of the nature discussed in clause (c) above on the property subject to such agreementslease; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions restrictions apply only to such Receivables Subsidiary; (12) other Indebtedness, Disqualified Stock or Preferred Stock (i) of the Company or any Restricted Subsidiary of the Company (x) that is Incurred subsequent to the Issue Date pursuant to Section 4.03 and (y) in the aggregatecase of a Restricted Subsidiary that is not a Note Guarantor, an Officer reasonably determines in the opinion of the management of the Company, do good faith that any such encumbrance or restriction will not materially and adversely affect the Company’s ability of the Company to make anticipated principal or interest payments on the Notes, or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.03; (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) 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 and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) pay dividends or make any other distributions to the Company Borrower or any of the Restricted Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (Bb) pay any Indebtedness indebtedness or other obligations owed to the Company Borrower or any of the Restricted Subsidiaries, , (iic) make loans or advances to the Company Borrower or any of the Restricted Subsidiaries, or Subsidiaries or (iiid) transfer any of its properties or assets to the Company Borrower or any of the Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) Existing Indebtedness, (ii) this Agreement, the 2002 MLP Notes, the 2002 MLP Indenture the 1998 Note Purchase Agreement, the 1998 Fixed Rate Senior Notes, the 2000 Note Purchase Agreement and the 2000 Fixed Rate Senior Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3iii) applicable law; Laws, (4iv) any instrument governing Acquired Indebtedness or Capital Stock Interests of a Person acquired by the Company Borrower or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), 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, howeverprovided that the Consolidated Cash Flow of such Person – to the extent that dividends, thatdistributions, loans, advances or transfers thereof are limited by such encumbrance or restriction on the date of acquisition – is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Agreement, (5v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for 068800 000057 DALLAS 1872243.4 property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiid) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2vii) or (4) Permitted Refinancing Indebtedness of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Existing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced or (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9viii) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing other Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect subsequent to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed Closing Date pursuant to an agreement entered into for the sale or disposition provisions of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; providedSection 7.05, however, provided that such provisions restrictions are no more restrictive than those contained in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesthis Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(a) pay dividends or make any other distributions to the Company Issuer 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, or (Bb) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, , (ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries, or Subsidiaries or (iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Indenture and the Notes or the Tranche A Indenture and the Tranche A Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3d) applicable law; , (4e) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent that 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5f) customary non-assignment provisions or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business and consistent with past practices; business, (6g) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; , (7h) any encumbrance or restriction Permitted Refinancing Indebtedness, provided that the restrictions contained in an agreement effecting the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a Refinancing of whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to an agreement referred to in clause item (1)xii) of the second paragraph of Section 4.09 hereof, (2j) any instrument or (4) of agreement governing Indebtedness permitted to be incurred under this Section 4.05 or Indenture, which is secured by a Lien permitted to be incurred under this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Indenture, (2k) any instrument or (4) agreement governing Indebtedness or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions restrict generally protect or enhance the transfer ability of the property subject such Subsidiary to make funds available to the Liens created therebyIssuer, (l) IPP Sale Agreements and other contracts for Asset Sales or the Capital Stock other sales of the Person whose assets consistor Equity Interests, directly or indirectlyincluding, primarily of the property securing such Indebtedness; providedwithout limitation, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) customary restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed with respect to the issuance 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 of such Restricted Subsidiary pending the closing (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions terminate upon any sale or disposition; or transfer of all or substantially all of the common stock or assets of GTN, or (13n) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any Restricted of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (a) (i) (A) pay dividends or make any other distributions to the Company Consoltex Group or any Restricted of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (Bii) pay any Indebtedness indebtedness owed to the Company Consoltex Group or any Restricted of its Subsidiaries, , (iib) make loans or advances to the Company Consoltex Group or any Restricted Subsidiaries, or of its Subsidiaries or (iiic) transfer any of its properties or assets to the Company Consoltex Group or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) agreements governing Senior Debt of the Issuers or any Guarantor, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (ii) any encumbrance or restriction applicable to any Guarantor pursuant to an agreement in effect on the date of this Indenture, (iii) this Indenture and the Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3iv) applicable law; , (4v) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Consoltex Group or any Restricted Subsidiary 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, however, provided that, unless such Person is a Guarantor, EBDAIT of such Person is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Indenture, (5vi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vii) with respect to clause (c) above, purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)business, (2) or (4viii) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)permitted Refinancing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbeing refinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i1) (A) pay dividends or make any other distributions to the Company Issuer or any of the Restricted Subsidiaries (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any Indebtedness owed to the Company Issuer or any of the Restricted Subsidiaries,; (ii2) make loans or advances to the Company Issuer or any of the Restricted Subsidiaries, ; or (iii3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of the Restricted Subsidiaries, except, in each case, for such . (b) Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents, the Existing Senior Unsecured Notes Indentures, the Existing Senior Unsecured Notes and the guarantees thereof; (2) this Indenture, the Notes, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in contracts or agreements for the ordinary course sale of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose assets, including restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or; (136) assignment Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.09 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits (including escrowed funds) or net worth imposed by customers and franchisees under contracts entered into in the ordinary course of business; (8) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements and other similar agreements relating solely to such joint venture entered into in the ordinary course of business; (9) purchase money obligations and Financed Lease Obligations, in each case for property acquired or partnership agreements leased in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) above on the property so acquired or leased; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that are customary for impose restrictions of the type described in clause (3) of Section 4.08(a) above on the property subject to such agreementslease; (11) any encumbrance or restriction on a Special Purpose Securitization Subsidiary that, in the good faith judgment of senior management or the Board of Directors of the Issuer, is reasonably required in connection therewith; provided, however, that such provisions in the aggregate, in the opinion restrictions apply only to Special Purpose Securitization Subsidiaries; (12) other Indebtedness or Disqualified Stock of the management Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Non-Guarantor Subsidiary that is Incurred subsequent to the Company, do Issue Date and permitted pursuant to Section 4.09; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially and adversely affect the Issuer’s ability of the Company to make anticipated principal or interest payments on the NotesNotes (as determined in good faith by senior management or the Board of Directors of the Issuer); or (13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) 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 senior management or the Board of Directors of the Issuer, no more restrictive with respect to such encumbrances and other restrictions taken as a whole than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (c) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (ia) (Ai) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company or any Restricted Subsidiaries,Subsidiary; (iib) make loans or advances to the Company or any Restricted Subsidiaries, Subsidiary; or (iiic) sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiaries, exceptSubsidiary; (1) (i) contractual encumbrances or restrictions in effect on the Issue Date and (ii) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, in each case, for such any similar contractual encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notesany amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) agreements existing on this Indenture, the Issue Date to Notes or the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementSubsidiary Guarantees; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in contracts or agreements for the ordinary course sale of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)assets, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (136) assignment Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that are impose restrictions of the nature discussed in clause (c) above on the property so acquired; (10) customary for such agreements; providedprovisions contained in leases, however, that such provisions licenses and other similar agreements entered into in the aggregate, ordinary course of business or consistent with past practice or industry norm; (11) in the opinion case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the management subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the Companyassignment or transfer of any such lease, do not materially and adversely affect the ability license (including without limitations, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Financing with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the NotesNotes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) 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 and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: Subsidiary: (i) (A) pay to pay, directly or indirectly, dividends or make any other distributions in respect to the Company or any Restricted Subsidiaries on its Capital Stock or with respect to any other interest ownership interests or participation in, or measured by, its profits, or (B) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiaries, Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiaries, or Subsidiary; or (iii) to sell, lease or transfer any of its properties property or assets to the Company or any Wholly Owned Restricted Subsidiaries, except, in each case, for such encumbrances Subsidiary. The preceding restrictions shall not apply to any encumbrance or restrictions restriction existing under or by reason of: pursuant to: (1a) this Indenture and the Notes; , the Indenture (2) agreements existing on including this Supplemental Indenture), the Issue Date to the extent and in the manner such agreements are Guarantees or any other agreement in effect on the Issue Datedate of this Supplemental Indenture, (b) the Bank Agreement, including any Guarantees of or Liens securing the Credit Agreement; Debt Incurred thereunder, (3c) applicable law; (4) an agreement relating to any instrument governing Acquired Indebtedness or Capital Stock of a Person Debt Incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Company or any Restricted Subsidiary as in effect at the time of and outstanding on such acquisition (except to the extent such Indebtedness was date and not incurred in connection with or in contemplation anticipation of such acquisition)becoming a Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5d) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the pending sale or disposition of all or substantially all of the Capital Stock Stock, other ownership interests or assets of such Restricted Subsidiary pending the closing Subsidiary, provided that such restriction terminates upon consummation or abandonment of such sale or disposition; or disposition and upon termination of such agreement, (13e) customary non-assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements leases and other similar agreements entered into in the ordinary course of business business, (f) any security agreement (including a capital lease) securing Debt permitted to be Incurred under this Supplemental Indenture that are customary for impose restrictions of the nature described in Clause (iii) above on the property subject to the Lien of such agreementssecurity agreement, (g) an agreement effecting a renewal, extension, refinancing or refunding of Debt incurred pursuant to an agreement referred to in Clause (a), (b) or (f) of this paragraph; provided, however, that the provisions relating to such encumbrance or restriction contained in such renewal, extension, refinancing or refunding agreement are no more restrictive in any material respect than the provisions contained in the aggregateagreement it replaces, as determined in good faith by the opinion Board of Directors; or (h) applicable corporate law or regulation relating to the management payment of the Company, do not materially and adversely affect the ability of the Company to make principal dividends or interest payments on the Notesdistributions.

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 suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) (Aa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation inSubsidiaries, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, ; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries, or ; or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) the provisions of any agreements governing Existing Indebtedness or Credit Facilities and any other agreements as in effect on the date of this Indenture; (2) (x) this Indenture and the Notes, in each case as the same may be amended from time to time in accordance with the terms thereof, and (y) other Indebtedness pari passu with the Notes, provided that in the case of this clause (y), the restrictions contained in the agreements governing such pari passu Indebtedness are no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law, rule, regulation, decree or order (including any Gaming Law and any rules, regulations, orders or requirements of any Gaming Authority); (4) any agreement or instrument (including those governing Indebtedness (including Acquired Indebtedness Debt) or Capital Stock Stock) of a Person acquired by the Company or any of its Restricted Subsidiary 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, or the Equity Interests of the Person, so acquired; provided, however, provided that, in the case of an instrument governing Acquired Indebtedness, Disqualified Stock or preferred stock, such Indebtedness Indebtedness, Disqualified Stock or preferred stock was permitted by the terms of this Indenture to be incurred; (5) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of the Company or any Restricted Subsidiary; (6) non-assignment provisions in leases or other customary restrictions arising under any purchase money financing or licenses or other contracts entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquiredbusiness; (7) any encumbrance purchase money obligations or restriction in an agreement effecting a Refinancing Capital Lease Obligations permitted to be incurred under this Indenture that impose restrictions on that property of Indebtedness incurred pursuant to an agreement referred to the nature described in clause (1), (2) or (4c) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreementspreceding paragraph; (8) any agreement for the requirements sale or other disposition of any Permitted Securitization a Restricted Subsidiary that are exclusively applicable to any bankruptcy remote Special Purpose imposes restriction on action by that Restricted Subsidiary formed in connection therewithpending its sale or other disposition; (9) restrictions on the requirements transfer of any Standard Securitization Undertakingsproperty subject to a contract with respect to an Asset Sale or other transfer, conveyance or disposition permitted under this Indenture; (10) in Permitted Refinancing Indebtedness, provided that the case of clause (iii) of this Section 4.05, restrictions contained in security the agreements or mortgages governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in the agreements governing the Indebtedness being refinanced; (11) Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect the provisions of Section 4.12 hereof that limit the right of the debtor to any Investment imposed in connection with dispose of the making of assets subject to such InvestmentLiens; (12) any restriction with restrictions in respect to a of Equity Interests in joint ventures or non-wholly owned Restricted Subsidiary imposed pursuant to an agreement entered into for Subsidiaries or the sale property of joint ventures or disposition of all or substantially all of the Capital Stock or assets of such non-wholly owned Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiaries; (13) assignment provisions and provisions with respect to the distribution of assets restrictions on cash or property other deposits or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements net worth imposed by customers under contracts entered into in the ordinary course of business business; (14) Senior Debt, including the Senior Credit Facilities, provided that the restrictions contained in the agreements governing such Senior Debt are customary for no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in the Senior Credit Facilities as of the date of this Indenture; (15) any Indebtedness incurred or preferred stock issued by Foreign Subsidiaries or joint ventures that is permitted to be incurred after the issue date pursuant to the provisions of Section 4.09 hereof; (16) restrictions imposed pursuant to any of the Trust Agreements upon the occurrence of a Trigger Event; (17) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated or at the time such agreements; Person becomes a Restricted Subsidiary, provided, however, that such provisions agreements are not entered into in anticipation or contemplation of such designation or of such Person becoming a Restricted Subsidiary; (18) restrictions imposed by Gaming Authorities on entities holding, or operating pursuant to, Gaming Approvals; (19) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the aggregateordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); (20) the subordination provisions of any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (21) restrictions on the ability of any Restricted Subsidiary to make Investments in or transfer assets to any Person that is a Subsidiary of such Restricted Subsidiary or that is not a direct or indirect parent of such Restricted Subsidiary; and (22) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of the preceding paragraph imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings of those agreements, instruments or obligations referred to in clauses (1) through (21) above, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings are no more restrictive, taken as a whole, in the opinion of the management good faith judgment of the Company, do not materially with respect to such dividend and adversely affect other payment restrictions than those contained in the ability most restrictive of those agreements prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, restructuring, replacement or other refinancing. Nothing contained in this Section 4.08 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of the Company to make principal or interest payments on any of its Restricted Subsidiaries that secure Indebtedness of the NotesCompany or any of its Restricted Subsidiaries.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Ai)(a) pay dividends or make any other distributions to the Company Issuers or any of their Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (Bb) pay any Indebtedness indebtedness owed to the Company Issuers or any of their Restricted Subsidiaries, , (ii) make loans or advances to the Company Issuers or any of their Restricted Subsidiaries, or Subsidiaries or (iii) transfer any of its properties or assets to the Company Issuers or any of their Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1a) this Indenture the Senior Credit Agreement as in effect on May 23, 1996, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof that contain restrictions that are no more restrictive than those contained in the Notes; Senior Credit Agreement as in effect on May 23, 1996, (2b) agreements existing on the Issue Date to the extent and in the manner such agreements are as in effect on the Issue DateMay 23, including the Credit Agreement; 1996, (3) applicable law; (4c) any instrument governing Acquired Indebtedness permitted to be incurred pursuant to the terms of this Indenture, (d) applicable law, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuers or any of their Restricted Subsidiary 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, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5f) customary non-assignment provisions in leases or other agreements entered into in the ordinary course of business and consistent with past practices; business, (6g) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; , (7h) any restriction or encumbrance or restriction contained in an agreement effecting a Refinancing contracts for the sale of Indebtedness incurred assets permitted by this Indenture; provided that such restrictions relate only to the assets being sold pursuant to an agreement referred to in clause such contracts and (1), (2i) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7)Permitted Refinancing Indebtedness; provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbeing refinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company UK Holdco shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to: (ia) (Ai) pay dividends or make any other distributions to the Company UK Holdco or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company UK Holdco or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company UK Holdco or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company UK Holdco or any of its Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) this Indenture contractual encumbrances or restrictions in effect or entered into or existing on the Completion Date, including pursuant to the Credit Agreement, the Existing Notes Indenture, the Unsecured Notes Indenture, Hedging Obligations and any other documents relating to the NotesTransactions; (2) agreements existing on this Indenture, the Issue Date Securities, the Security Documents any Additional Securities permitted to the extent be Incurred under this Indenture and in the manner such agreements are in effect on the Issue Date, including the Credit Agreementeach case any guarantees thereof; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company UK Holdco or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson and its Subsidiaries, other than the Person, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in acquired or the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredproperty or assets so assumed; (5) contracts or agreements for the sale of assets, including customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.11 that limit the closing right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such sale or disposition; ortransaction; (139) assignment purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired; (10) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests contained in joint venture or partnership agreements leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that are customary for impose restrictions of the type described in clause (c) above on the property subject to such agreementslease, license, contract or agreement; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions restrictions apply only to such Receivables Subsidiary; (12) other Indebtedness, Disqualified Stock or Preferred Stock of UK Holdco or any Restricted Subsidiary that is Incurred subsequent to the Completion Date pursuant to Section 4.03; provided that either (a) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payment on the Securities (as determined by the Issuer in good faith) or (b) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture (with respect to other indentures) or the Credit Agreement outstanding on the Completion Date (with respect to other credit agreements); (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; (14) 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 UK Holdco or any Restricted Subsidiary thereof in any manner material to UK Holdco or any Restricted Subsidiary thereof; (15) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the opinion agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined by UK Holdco in good faith); (16) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which UK Holdco or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of UK Holdco or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of UK Holdco or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (17) any encumbrances or restrictions of the management type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Companycontracts, do instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive as a whole with respect to such dividend and adversely affect other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) 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 of the Company to make principal distributions on Capital Stock and (ii) the subordination of loans or interest payments advances made to UK Holdco or a Restricted Subsidiary to other Indebtedness Incurred by UK Holdco or any such Restricted Subsidiary shall not be deemed a restriction on the Notesability to make loans or advances.

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 suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries,; (ii2) make loans or advances to the Company or any of its Restricted Subsidiaries, ; or (iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) will not apply, excepthowever, in each case, for such to encumbrances or restrictions existing under or by reason of: (1) this agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date; (2) the Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable lawthe Senior Term Loan; (4) applicable law or any applicable rule or regulation; (5) any agreement or instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases leases, licenses or similar contracts entered into in the ordinary course of business and consistent with past practicesor that restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract; (67) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions restrict the transfer of such property; provided that any such encumbrance or restriction is released to the nature set forth in clause (iii) of this Section 4.05 on extent the property underlying Lien is released or assets so acquiredthe related Indebtedness is repaid; (78) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary pending the sale or other disposition of such assets or Restricted Subsidiary; (9) any encumbrance or restriction in an agreement effecting a Permitted Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)Indebtedness, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (more restrictive, taken as a whole, as determined by the Board of Directors of the Company in its their reasonable and good faith judgment) , than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization UndertakingsIndebtedness being refinanced; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under Section 4.09 hereof that limit the right of the debtor to dispose of or transfer the assets subject to such Liens; (11) any transfer of, agreement to transfer, or option or right with respect to, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests and other customary provisions in joint venture or partnership agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) Indebtedness permitted to be incurred pursuant to Section 4.09(b)(5) hereof for property acquired in the ordinary course of business that are customary for such agreements; providedonly imposes encumbrances or restrictions on the property so acquired; (15) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, however, provided that such restrictions apply only to such Receivables Subsidiary; and (17) agreements governing Indebtedness permitted to be incurred pursuant to Section 4.09 hereof, provided that the provisions relating to such encumbrances or restrictions contained in the aggregatesuch Indebtedness, in the opinion of the management of taken as a whole, are not materially more restrictive to the Company, do not materially and adversely affect as determined by the ability Board of Directors of the Company in their reasonable and good faith judgment, than the provisions contained in the Credit Agreement, the Senior Term Loan or the indenture governing the Existing Notes, in each case, as in effect on the Issue Date; (18) any other agreement pursuant to which any Restricted Subsidiary of the Company incurs Indebtedness or issues Disqualified Stock or preferred stock after the Issue Date in accordance with Section 4.09 hereof and, in each case, either (A) the provisions relating to such encumbrances or restrictions contained in such Indebtedness, taken as a whole, are not materially more restrictive to the Company, as determined by the Board of Directors of the Company in their reasonable and good faith judgment, than the provisions contained in the Credit Agreement, the Senior Term Loan or the indenture governing the Existing Notes, in each case, as in effect on the Issue Date, or (B) any encumbrance or restriction contained in such Indebtedness is not expected to 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 good faith, to make principal or scheduled payments of cash interest payments on the NotesNotes when due; and (19) any amendment, modification, restatement, renewal, increase, supplement, refunding or refinancing of the contracts, instruments or obligations referred to in clauses (1) though (18) above, provided that the provisions relating to the encumbrances or restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, taken as a whole, are not materially more restrictive to the Company, as determined by the Board of Directors of the Company in their reasonable and good faith judgment, than the provisions contained in the contract, instrument or obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa) pay dividends or make any other distributions to the Company Borrower or any Restricted of its Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (Bb) pay any Indebtedness owed to the Company Borrower or any Restricted of its Subsidiaries, , (iic) make loans or advances to the Company Borrower or any Restricted Subsidiaries, or of its Subsidiaries or (iiid) transfer any of its properties or assets to the Company Borrower or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) Existing Indebtedness, (ii) this Indenture Agreement, the 1998 Note Purchase Agreement and the 1998 Fixed Rate Senior Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3iii) applicable law; , (4iv) any instrument governing Acquired Indebtedness or Capital Stock Interests of a Person acquired by the Company Borrower or any Restricted Subsidiary of its Subsidiaries as in effect at the time of such acquisition Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisitionAcquisition), 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, howeverprovided that the Consolidated Cash Flow of such Person to the extent that dividends, thatdistributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Agreement, (5v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiid) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2vii) or (4) Permitted Refinancing Indebtedness of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Existing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced or (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9viii) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing other Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect subsequent to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed Effective Date pursuant to an agreement entered into for the sale or disposition provisions of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; providedSection 8.05 hereof, however, provided that such provisions restrictions are no more restrictive than those contained in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesthis Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (Aa) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries on its Capital Stock to the Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) this Indenture contractual encumbrances or restrictions in effect on the Closing Date, including, without limitation, pursuant to Existing Indebtedness or the Credit Agreement and the Notesrelated documentation; (2) agreements existing on this Agreement and the Issue Date to Senior Subordinated Note Indenture and the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementSenior Subordinated Notes; (3) applicable lawpurchase 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; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any Restricted Subsidiary as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations contracts for property or assets acquired in the ordinary course sale of business that impose assets, including, without limitation, customary restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (137) assignment provisions and provisions with respect secured Indebtedness otherwise permitted to be incurred pursuant Section 6.01 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the distribution of assets Closing Date in accordance with Section 6.01 or property (ii) that are Foreign Subsidiaries which Indebtedness is incurred subsequent to the Closing Date pursuant to Sections 6.01(b)(iv), (xi) or joint venture or partnership interests (xix); (10) customary provisions in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business business; (11) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (12) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; or (13) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2) and (5) above; PROVIDED that are customary for such agreementsamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; providedor (15) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; PROVIDED, howeverHOWEVER, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company restrictions apply only to make principal or interest payments on the Notessuch Securitization Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any Restricted of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (a) (i) (A) pay dividends or make any other distributions to the Company Consoltex Group or any Restricted of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (Bii) pay any Indebtedness indebtedness owed to the Company Consoltex Group or any Restricted of its Subsidiaries, , (iib) make loans or advances to the Company Consoltex Group or any Restricted Subsidiaries, or of its Subsidiaries or (iiic) transfer any of its properties or assets to the Company Consoltex Group or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1i) agreements governing Senior Debt of the Issuers or any Guarantor, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (ii) any encumbrance or restriction applicable to any Guarantor pursuant to an agreement in effect on the date of this Indenture, (iii) this Indenture and the Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3iv) applicable law; , (4v) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Consoltex Group or any Restricted Subsidiary 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, however, PROVIDED that, unless such Person is a Guarantor, EBDAIT of such Person is not taken into account in the case of an instrument governing Acquired Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Indenture, (5vi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vii) with respect to clause (c) above, purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)business, (2) or (4viii) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)permitted Refinancing Indebtedness, (2) or (4) or this clause (7); provided, however, PROVIDED that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) agreements governing the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbeing refinanced.

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 suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) (Ai)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (Bb) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries, , (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, or Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, except, in each case, for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (1a) this Existing Indebtedness as in effect on the date of the Indenture, (b) the Indenture and the Notes; , (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3c) applicable law; , (4d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; , (5e) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6f) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; , (7g) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that for the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness sale of a Restricted Subsidiary to that restricts distributions by that Restricted Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness, provided that the extent restrictions contained in the agreements governing such restrictions restrict Permitted Refinancing Indebtedness are no more restrictive, taken as a whole (as determined in good faith by the transfer of Company), than those contained in the property subject to agreements governing the Liens created therebyIndebtedness being refinanced, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were (i) secured Indebtedness otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all provisions of the Capital Stock or covenant described in Section 4.12 hereof that limits the right of the debtor to dispose of the assets of securing such Restricted Subsidiary pending the closing of such sale or disposition; or Indebtedness, (13j) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the aggregate, in the opinion ordinary course of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Casella will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on or in respect of its Equity Interests to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries,; (ii2) make loans or advances to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries, ; or (iii3) transfer any of its properties or assets to the Company Casella or any of ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries. However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) the Senior Credit Facility or any Existing Indebtedness, in each case, as in effect on the date of this Indenture and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the Senior Credit Facility or such Existing Indebtedness, as in effect on the date of this Indenture; (2) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law, rule, regulation or order of any governmental authority; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Casella or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions (and sublease restrictions) in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business Purchase Money Obligations that impose restrictions only on the property acquired of the nature set forth described in clause (iii3) of this Section 4.05 on the property or assets so acquiredpreceding paragraph; (7) any encumbrance agreement for the sale or restriction other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; provided that such sale or disposition is made in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this compliance with Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements4.13; (8) Permitted Refinancing Indebtedness; provided that such dividend and other restrictions contained in the requirements of any agreements governing such Permitted Securitization that Refinancing Indebtedness are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed not materially more restrictive, taken as a whole, than those contained in connection therewiththe agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 that limit the requirements right of Casella or any Standard Securitization Undertakingsof its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business business; (11) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business; and (12) any agreement relating to a Sale and Leaseback Transaction or Capital Lease Obligation, in each case, otherwise permitted by this Indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially with respect to a Sale and adversely affect the ability of the Company to make principal Leaseback Transaction or interest payments on the Notescapital lease.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiaries on of its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any Restricted of its Subsidiaries,; (ii) make loans or advances to the Company or any Restricted of its Subsidiaries, ; or (iii) transfer any of its properties or assets to the Company or any Restricted of its Subsidiaries. However, except, in each case, for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1A) this Agreement, the Indenture, any of the Notes issued pursuant to the Indenture and the NotesSubsidiary Guarantees; (2B) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Dateapplicable law, including the Credit Agreementrule, regulation or order; (3) applicable law; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary 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, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5C) customary non-assignment provisions in leases contracts, agreements, leases, permits or licenses entered into or issued in the ordinary course of business and consistent with past practices; (6D) purchase money obligations for property or assets acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth described in clause clauses (i) and (iii) of this Section 4.05 on the property or assets so acquiredpreceding paragraph; (7E) any encumbrance agreement for the sale or restriction in an agreement effecting other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (F) Permitted Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7)Indebtedness; provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (more restrictive, taken as determined by the Board of Directors in its reasonable and good faith judgment) a whole, than encumbrances and restrictions those contained in such predecessor agreementsthe agreements governing the Indebtedness being refinanced; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9G) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenturethe provisions of Section 5.07 hereof that limit the right of the debtor to dispose of the assets subject to such Liens or to use the proceeds of any such disposition; (11H) restrictions with respect to any Investment imposed in connection with provisions limiting or prohibiting the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale disposition 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; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; and (I) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. 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 suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) (A) to pay dividends or make any other distributions to the Company Borrower or any of its Restricted Subsidiaries Subsidiaries: (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any Restricted Subsidiaries, (ii) make loans or advances to the Company or any Restricted Subsidiaries, or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries, except, except in each case, case for such encumbrances or restrictions existing under or by reason of: (1a) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Closing Date, including pursuant to the ABL Credit AgreementAgreement and the related documentation in effect on the Closing Date and this Agreement and the other Loan Documents and in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (3b) applicable lawthe Indentures, the Notes and the Guarantees thereof in effect on the Closing Date; (4c) applicable law or any applicable rule, regulation or order; (d) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7e) any encumbrance contracts or restriction in an agreement effecting a Refinancing agreements for the sale of Indebtedness incurred pursuant to an agreement referred to in clause (1)assets, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (13f) assignment Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 6.01 and Section 6.06 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (h) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture agreements and other similar agreements entered into in the ordinary course of business; (i) purchase money obligations and Capitalized Lease Obligations for property acquired or partnership agreements leased in the ordinary course of business that impose restrictions on the property so acquired or leased; (j) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that are customary for impose restrictions on the property subject to such agreementslease; (k) any encumbrance or restriction effected in connection with (i) a Factoring Facility (provided that such encumbrance or restriction (I) exists on the date hereof or (II) is in the good faith determination of the Borrower (x) necessary or advisable to effect such Receivables Financing and applies only to the relevant Subsidiaries to which such Receivables Financing is made available or (y) not materially more burdensome than the encumbrances and restrictions under the Factoring Facilities in effect on the date hereof) or (ii) a Qualified Receivables Financing; provided, however, that such provisions in the aggregatecase of this clause (k), such encumbrances or restrictions (A) apply only to a Receivables Subsidiary or (B) are in the good faith determination of the Borrower (x) necessary or advisable to effect such Qualified Receivables Financing and applicable only to the relevant Subsidiaries to which such Receivables Financing is made available or (y) not materially more burdensome than the encumbrances and restrictions under the Factoring Facilities in effect on the date hereof; (A) other Indebtedness or Disqualified Stock of the Borrower or any of its Restricted Subsidiaries, or (B) Preferred Stock of any Restricted Subsidiary, in each case that is Incurred subsequent to the Closing Date pursuant to Section 6.01; (m) any Restricted Investment not prohibited by Section 6.02 and any Permitted Investment; or (n) any encumbrances or restrictions of the type referred to in clauses (i) and (ii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the opinion good faith judgment of the management Borrower, no more restrictive with respect to such encumbrances and other restrictions than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.03, (1) 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 and (2) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Company, do Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not materially and adversely affect be deemed a restriction on the ability of the Company to make principal loans or interest payments on the Notesadvances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall UK Holdco will not, and shall will not permit any Restricted Subsidiaries Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to: (i) (Ai) pay dividends or make any other distributions to the Company UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (Bii) pay any Indebtedness owed to the Company UK Holdco or any of the Restricted Subsidiaries,; (ii) make loans or advances to the Company UK Holdco or any of the Restricted Subsidiaries, ; or (iii) sell, lease or transfer any of its properties or assets to the Company UK Holdco or any of the Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1a) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Indenture Agreement, Hedging Obligations and the Notesother documents relating to the Transactions; (2b) agreements existing on this Agreement, the Issue Date Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the extent and Senior Secured Notes Indenture and, in the manner such agreements are in effect on the Issue Dateeach case, including the Credit Agreementany guarantees thereof; (3c) applicable lawlaw or any applicable rule, regulation or order; (4d) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company UK Holdco or any Restricted Subsidiary as which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any PersonPerson and its Subsidiaries, other than the Person, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquiredassumed; (7e) any encumbrance contracts or restriction in an agreement effecting a Refinancing agreements for the sale of Indebtedness incurred pursuant to an agreement referred to in clause (1)assets, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and including customary restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (f) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the closing right of the debtor to dispose of the assets securing such Indebtedness; (g) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (h) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such sale or disposition; ortransaction; (13i) assignment purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired; (j) customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests contained in joint venture or partnership agreements leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that are customary for impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such agreementslease, license, contract or agreement; (k) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such provisions restrictions apply only to such Receivables Subsidiary; (l) other Indebtedness, Disqualified Stock or Preferred Stock of UK Holdco or any Restricted Subsidiary that is Incurred subsequent to the Closing Date pursuant to Section 7.2; provided that either (A) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrowers’ ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower Representative in good faith) or (B) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those contained in the Senior Secured Notes Indenture (with respect to other indentures) or this Agreement (with respect to other credit agreements); (m) any Restricted Investment not prohibited by Section 7.3 and any Permitted Investment; (n) 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 UK Holdco or any Restricted Subsidiary in any manner material to UK Holdco or any Restricted Subsidiary; (o) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the opinion agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced (as determined by the Borrower Representative in good faith); (p) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which UK Holdco or any of the management Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of UK Holdco or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of UK Holdco or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (q) any encumbrances or restrictions of the Companytype referred to in clauses (a), do (b) and (c) of this Section 7.4 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower Representative, not materially more restrictive when taken as a whole with respect to such dividend and adversely affect other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.4, (i) 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 of the Company to make principal distributions on Capital Stock and (ii) the subordination of loans or interest payments advances made to UK Holdco or a Restricted Subsidiary to other Indebtedness Incurred by UK Holdco or such Restricted Subsidiary shall not be deemed a restriction on the Notesability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any Restricted Subsidiaries, (ii) make loans or advances to the Company or any Restricted Subsidiaries, or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries, except, in each case, for such encumbrances or restrictions existing under or by reason of: (1) this Indenture Indenture, the Notes and the NotesSecurity Documents; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law; (4) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary 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, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or to the extent not constituting Collateral, the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the real property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (Aa) pay dividends or make any other distributions to the Company or any Restricted Subsidiaries on its Capital Stock to the Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries, except, ; except in each case, case for such encumbrances or restrictions existing under or by reason of: (1) this Indenture contractual encumbrances or restrictions in effect on the Closing Date, including, without limitation, pursuant to Existing Indebtedness or the Credit Agreement and the Notesrelated documentation; (2) agreements existing on this Agreement and the Issue Date to Senior Subordinated Note Indenture and the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementSenior Subordinated Notes; (3) applicable lawpurchase 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; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any Restricted Subsidiary as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations contracts for property or assets acquired in the ordinary course sale of business that impose assets, including, without limitation, customary restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (137) assignment provisions and provisions with respect secured Indebtedness otherwise permitted to be incurred pursuant Section 6.01 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the distribution of assets Closing Date in accordance with Section 6.01 or property (ii) that are Foreign Subsidiaries which Indebtedness is incurred subsequent to the Closing Date pursuant to Sections 6.01(b)(iv), (xi) or joint venture or partnership interests (xix); (10) customary provisions in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business business; (11) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (12) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; or (13) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2) and (5) above; provided that are customary for such agreementsamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (15) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company restrictions apply only to make principal or interest payments on the Notessuch Securitization Subsidiary.

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 suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (ia) (Ai) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (Bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries,; (iib) make loans or advances to the Company or any of its Restricted Subsidiaries, ; or (iiic) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, except (in each case, ) for such encumbrances or restrictions existing under or by reason of: (1) this Indenture contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to the Senior Credit Facility and the Notesits related documentation; (2) agreements existing this Indenture, the Securities and the provisions of the Company's certificate of incorporation relating to the preferred stock of the Company to be issued on the Issue Issuance Date and any certificate of designations or revision to the extent and certificate of incorporation relating to preferred stock issued in exchange for, or as a refinancing, refunding or replacement of, the manner such agreements are in effect preferred stock issued on the Issue Issuance Date, including the Credit Agreement; (3) applicable lawpurchase 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; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations contracts for property or assets acquired in the ordinary course sale of business that impose assets, including, without limitation, customary restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting with respect to a Refinancing of Indebtedness incurred Subsidiary pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; orSubsidiary; (137) assignment provisions secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and provisions with respect 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness or preferred stock of Restricted Subsidiaries permitted to be Incurred subsequent to the distribution of assets or property or joint venture or partnership interests Closing Date pursuant to Section 4.03; (10) customary provisions in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are business; (11) customary for such agreements; provided, however, that such provisions contained in leases and other agreements entered into in the aggregateordinary course of business; (12) restrictions created in connection with any Receivables Facility that, in the opinion good faith determination of the management Board of Directors of the Company, do not materially and adversely affect the ability are necessary or advisable to effect such Receivables Facility; or (13) any encumbrances or restrictions of the Company type referred to make principal in clauses (a), (b) and (c) of this Section 4.05 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or interest payments on refinancings of the Notescontracts, instruments or obligations referred to in clauses (1) through (12) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: to (i) (Aa)(i) pay dividends or make any other distributions to the Company or any Restricted of its Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (Bii) pay any Indebtedness indebtedness owed to the Company or any Restricted of its Subsidiaries, , (iib) make loans or advances to the Company or any Restricted Subsidiaries, or of its Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any Restricted of its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) this Indenture and the Notes; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are Existing Indebtedness as in effect on the Issue Date, including (ii) this Indenture and the Credit Agreement; Notes, (3iii) applicable law; , (4iv) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5v) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations or Capital Lease Obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iiiiv) of this Section 4.05 above on the property or assets so acquired; (7) any encumbrance or restriction in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2vii) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1)Permitted Refinancing Indebtedness, (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9viii) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, customary restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict imposed on the transfer of copyrighted or patented materials and customary provisions in agreements that restrict the property subject to the Liens created thereby, assignees of such agreements or the Capital Stock of the Person whose assets consist, directly any rights thereunder or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11ix) restrictions with respect to any Investment imposed in connection with a Subsidiary of the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary Company imposed pursuant to an a binding agreement entered into for relating to the sale or disposition of all or substantially all of the Capital Stock or assets of or such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the NotesSubsidiary.

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 suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (A1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries,; (ii2) make loans or advances to the Company or any of its Restricted Subsidiaries, ; or (iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, . (b) The restrictions in each case, for such Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture Indenture, the Notes, the Subsidiary Guarantees and the NotesCollateral Documents; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3) applicable law; (43) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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, however, provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (54) customary non-assignment or subletting provisions in leases entered into in the ordinary course of business and consistent with past practices; (65) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions on that property of the nature set forth described in clause Section 4.08(a)(3) above; (iii6) any agreement for the sale or other disposition of this Section 4.05 on the property a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or assets so acquiredother disposition; (7) any encumbrance or restriction in an agreement effecting a Permitted Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)Indebtedness, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (no more restrictive, taken as determined by the Board of Directors in its reasonable and good faith judgment) a whole, than encumbrances and restrictions those contained in such predecessor agreementsthe agreements governing the Indebtedness being refinanced; (8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) the requirements of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this IndentureSection 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (119) restrictions with respect to any Investment imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or (13) assignment provisions and provisions with respect to the disposition or distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreementsbusiness; and (10) upon the conversion of an Unrestricted Subsidiary to a Restricted Subsidiary pursuant to Sections 4.16 and 4.18 hereof, provided, however, that such provisions Indebtedness was not incurred in connection with, or in contemplation of, such conversion, and such encumbrance or restriction is not applicable to any Person or the aggregate, in property or assets of any Person other than the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesnew Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) (Ai)(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, or (Bb) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, ; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, or ; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or by reason of: of (1a) secured Senior Indebtedness permitted to be incurred by the terms of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (b) this Indenture and the Notes; ; (2) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement; (3c) applicable law; ; (4d) any agreement or other instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, provided that, in the case of an encumbrance or restriction contained in any agreement or instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; ; (5d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; ; (6e) purchase money obligations for property or assets acquired in the ordinary course of business that impose restrictions of the nature set forth described in clause (iii) of this Section 4.05 above on the property or assets so acquired; ; (7f) any encumbrance or restriction in an agreement effecting a Permitted Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1)Indebtedness, (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement enumerated in such clause (1), (2) or (4) or this clause (7); provided, however, provided that the encumbrances and restrictions contained in any the agreements governing such refinancing agreement or amendment Permitted Refinancing Indebtedness are not materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) no more restrictive than encumbrances and restrictions those contained in such predecessor agreements; the agreements governing the Indebtedness being refinanced; (8) g) contracts for the requirements sale of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith; (9) assets, including contracts for the requirements sale of any Standard Securitization Undertakings; (10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of a Subsidiary, containing customary restrictions on the Person whose disposition of such assets consist, directly or indirectly, primarily the conduct of the property securing business of such IndebtednessSubsidiary pending consummation of such sale; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture; (11h) restrictions with respect to any Investment on cash or other deposits or net worth imposed in connection with the making of such Investment; (12) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement by customers under contracts entered into for in the sale ordinary course of business; 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; or (13i) assignment customary provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notesbusiness.