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

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of 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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create create, or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiary of the Company Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness Indebtedness, contracts and other instruments as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such the most restrictive Existing Indebtedness, contracts or other instruments, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (43) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (54) customary non-assignment provisions in leases leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (65) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (76) any agreement for the sale or other disposition of Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its such sale or other disposition; (8) 7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictiverestrictive at the time such restrictions become effective, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) 8) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (109) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (1110) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1211) restrictions contained in the terms of Indebtedness or Preferred Stock permitted to be incurred under Section 4.10; provided that such restrictions are no not materially more restrictive restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually, of the Credit Facilities and other Existing Indebtedness as in effect on the Issue Date; and (1312) restrictions that are not materially more restrictive restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines that determines, at the time of such restrictions financing, will not materially impair the Company's Issuers’ ability to make payments as required under 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 permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1a)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, ii) the Senior Credit Facilities) Facility and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, and any other agreement governing or relating to Senior Debt, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings and other agreements are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthe Senior Credit Facility, (iii) this Indenture as in effect on the Issue Date; (2) this Indenturedate hereof, the Notes and the Other Notes; Subsidiary Guarantees, (3iv) applicable law; , (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5vi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the preceding paragraph; property so acquired, (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced; , (9ix) Liens securing secured Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien; Indebtedness, (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; business and (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its the Company’s Restricted Subsidiaries; (2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any other agreement as in effect on the Issue Date (includingDate, without limitation, including pursuant to the Credit Facilities) Agreement and the other documents relating to the Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect agreements on the Issue Date; (2) this Indenture, the Notes and the Other Notesrelated Note Guarantees; (3) applicable law, rule, regulation or administrative or court order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases leases, licenses, contracts and other agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its the closing of such sale or other disposition; (8) agreements governing Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the good faith judgment of the senior management or the Board of Directors of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens any agreement creating a Lien securing Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 that limit 4.12, to the extent limiting the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of businessbusiness or with the approval of the Company’s Board of Directors; (11) customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with a Qualified Receivables Transaction; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1213) restrictions in the case of the provision described in Section 4.08(a)(3): (a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (b) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof; (14) existing under, by reason of or with respect to customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the terms ordinary course of business; (15) existing under, by reason of or with respect to Indebtedness permitted of the Company or a Restricted Subsidiary not prohibited to be incurred under this Indenture; provided that (a) such encumbrances or restrictions are customary for the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect the Issuers’ or any Guarantor’s ability to make principal and interest payments on the Notes, as determined in good faith by the Company; (16) agreements governing Indebtedness incurred in compliance with Section 4.104.09(b)(4), provided that such encumbrances or restrictions apply only to assets financed with the proceeds of such Indebtedness; (17) any other agreement governing Indebtedness incurred after the Issue Date that contains encumbrances or other restrictions that are, in the good faith judgment of the senior management or the Board of Directors of the Company, no more restrictive in any material respect taken as a whole than those encumbrances and other restrictions that are customary in comparable financings; and (18) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) above; provided that such restrictions are no more restrictive than the terms contained amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Credit Facilities as in effect on good faith judgment of the Issue Date; and (13) restrictions that are Company, not materially more restrictive as a whole with respect to such encumbrances or restrictions than customary provisions in comparable financings and the management of the Company determines that prior to such restrictions will not materially impair the Company's ability to make payments as required under the Notesamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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 permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness or other obligations owed to the Company or any of its the other Restricted SubsidiariesSubsidiaries (provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant); (2ii) make loans or advances to or make other investments in the Company or any of its the other Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company or any of its the other Restricted Subsidiaries. However, the preceding . (b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1i) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, including the Credit FacilitiesAgreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in such Existing Indebtednessagreement, as in effect on the Issue Date;; Back to Contents (2ii) this Indenture, the Notes and the Other NotesGuarantees; (3iii) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction; (4iv) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the such Person, or the property or assets of the such Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices; (6vi) Capital Lease Obligations, mortgage financings or purchase money obligations obligations, in each case for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3iii) of the preceding paragraphSection 4.11(a); (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that 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, by the later of (a) 90 days following the execution of such agreement and (b) the date on which any required regulatory approval in respect of such sale has been obtained; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.10 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of businessbusiness that solely affect the assets or property that is the subject of such agreements and provided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture; (11xi) 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 and is not and was not created in anticipation of such acquisitions; (xii) restrictions on cash or other deposits or net worth imposed by customers or lessor under contracts or leases entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13xiii) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability Hedging Obligations incurred from time to make payments as required under the Notes.time. 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Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions set forth in Section 4.15(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (agreements, including, without limitation, the those governing Existing Indebtedness and Credit Facilities) , as in effect or committed to on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order or governmental or other license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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 Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.15(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary; (13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (14) Indebtedness of a Co-Issuer or any Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and (15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive than apply only to such Securitization Subsidiary or the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions Securitization Assets that are not materially more restrictive than customary provisions in comparable financings and subject to the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries. However, the preceding Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (includingOctober 8, without limitation, the Credit Facilities) 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing IndebtednessIndebtedness and Credit Facilities, as in effect on the Issue DateOctober 8, 2003; (2) this Indenture, the Notes Indenture and the Other Notes; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredIncurred at the time of such acquisition; (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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphparagraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness otherwise that is permitted to be incurred under secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.14 4.11 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (B) such encumbrance or restriction is not materially more disadvantageous to the terms Holders than is customary in comparable financings (as determined in good faith by the Board of Indebtedness permitted Directors of the Company) and (C) such encumbrance or restriction will not materially impair the Company’s ability to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect make payments on the Issue DateNotes (as determined in good faith by the Board of Directors of the Company); and (13) restrictions that are not materially more restrictive than customary provisions Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in comparable financings and the management of the Company determines connection with a Qualified Receivables Transaction; provided that such restrictions will not materially impair apply only to such Accounts Receivables Entity or the Company's ability receivables which are subject to make payments as required under the NotesQualified Receivables Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, indirectly create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) Existing agreements, including, without limitation, those governing Indebtedness and Credit Facilities, as in effect on the Issue Closing Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Closing Date; (2ii) this Indenture, Agreement or the Notes and the Other Notesother Loan Documents; (3iii) applicable law, rule, regulation or order or governmental or other license, permit or concession; (4iv) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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 Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the preceding paragraphSection 6.4(a); (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise and agreements related thereto that were permitted to be incurred under the provisions of this Agreement described above under Section 4.14 6.7 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xii) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary; (xiii) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (xiv) Indebtedness of the Company or any Restricted Subsidiary incurred subsequent to the Closing Date pursuant to the provisions of Section 6.2, (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms holders of Indebtedness permitted the Loans than the encumbrances and restrictions contained in this Agreement or that may be contained in any of the Credit Facilities in accordance with this Section 6.4(b)(xiv) or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not adversely affect in any material respect the Company’s ability to be incurred make principal or interest payments on the Loans as and when due or (y) such encumbrance or restriction applies only in the event of and during the continuance of a default under Section 4.10such Indebtedness; and (xv) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive than apply only to such Securitization Subsidiary or the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions Securitization Assets that are not materially more restrictive than customary provisions in comparable financings and subject to the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Sunoco LP shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Sunoco LP or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Sunoco LP or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Sunoco LP or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Sunoco LP or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Sunoco LP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in leases contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are Hedging Obligations incurred in the ordinary course of business and not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability for speculative purposes from time to make payments as required under the Notestime.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing (a) Existing Indebtedness and (b) Equity Interests and Credit Facilities as in effect on the Issue Date (includingDate, without limitationand in each case, the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or instruments; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no (in the good faith judgment of the Board of Directors of the Company or a senior financial officer of the Company, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements or instruments on the Issue Date; (2) this agreements or instruments governing Credit Facilities not in effect on the Issue Date so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium, if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in the Indenture, the Notes and the Other Notes; (3) applicable lawthe $3.5B Notes, the Note Guarantees in respect thereof, and the Base Indenture, as supplemented by the First Supplemental Indenture thereto and the Second Supplemental Indenture thereto; (4) any instrument governing Indebtedness applicable law, rule, regulation or Capital Stock of order; (5) agreements or instruments with respect to a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Company’s Board of Directors or a senior financial officer of the Company, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; (56) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicescustomary contractual restrictions on transfers of all or substantially all assets of a Person; (67) purchase money obligations for property acquired in the ordinary course of business any instrument governing any secured Indebtedness or Capital Lease Obligation that impose imposes restrictions on the property so acquired assets securing such Indebtedness or the subject of such lease of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that imposes restrictions of the Company that restricts distributions by such nature described in clauses (1) and/or (3) of Section 4.08(a) hereof on the Restricted Subsidiary pending its the sale or other disposition; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (1011) provisions with respect to limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in agreements, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements; (1112) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (1213) restrictions contained in the terms of Indebtedness permitted to be other Indebtedness, Disqualified Stock or Preferred Stock incurred under or issued in compliance with Section 4.104.09 hereof; provided that such restrictions are no more restrictive than the terms contained restrictions, taken as a whole, are, in the Credit Facilities as in effect on good faith judgment of the Issue Date; and (13) restrictions that are Company’s Board of Directors or a senior financial officer of the Company, whose determination shall be conclusive, not materially more restrictive than customary provisions those contained in comparable financings the existing agreements referenced in clauses (1) and (3) above; (14) the management issuance of Preferred Stock by a Restricted Subsidiary of the Company determines or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); and (15) any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially impair affect the Company's ’s ability to make payments as required under pay all principal, interest and premium, if any, on the Notes, as determined in good faith by the Company’s Board of Directors or a senior financial officer of the Company, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders than is customary in comparable financings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; Guarantor; or (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of: : (1) Existing Indebtedness as in effect on the Issue Date (includingapplicable law, without limitationrule, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements regulation or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; order; (2) this Indenture, the Security Documents, the Intercreditor Agreement, the Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2026 Notes, the 2027 5.50% Notes, the 2027 7.50% Notes, the 2029 4.625% Notes, the 2029 4.875% Notes and the Other Notes; UK Notes and the guarantees in respect thereof; (3) applicable law; non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided thatthat any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the case manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred; any Person pending the closing of such sale; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (79) any agreement for the sale or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other disposition Indebtedness or other contractual requirements of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing IndebtednessSecuritization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise Issue Date or permitted to be issued or incurred under Section 4.14 this Indenture; provided that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions restrictions are ordinary and customary with respect to the disposition type of Indebtedness being incurred or distribution of assets or property in joint venture agreements and other similar agreements entered into in Preferred Stock being issued (under the ordinary course of business; relevant circumstances); (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10above; provided that such restrictions are no more restrictive than the terms contained amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Credit Facilities as in effect on good faith judgment of the Issue Date; and Company’s Board of Directors (13evidenced by a Board Resolution) restrictions that are whose judgment shall be conclusively binding, 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; (14) customary provisions in comparable financings joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the management ordinary course of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notesbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as agreements in effect on the Issue Date date of this Indenture (including, without limitation, the including those governing Existing Indebtedness and Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order; (4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or instrument was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of the Company assets that restricts distributions by such that Restricted Subsidiary pending its such sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements agreements, limited liability company operating agreements, partnership agreements, asset sale agreements, sale-leaseback agreements, options, stock sale agreements, lease agreements, licenses and other similar agreements entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) restrictions provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person on other than a pro rata basis; (13) any encumbrance or restriction contained in the terms any Indebtedness incurred by a Foreign Subsidiary pursuant Section 4.09; (14) any other Indebtedness, Disqualified Stock or preferred stock of Indebtedness any Restricted Subsidiary permitted to be incurred under or issued, as applicable, subsequent to the date of this Indenture pursuant to the provisions of Section 4.10; provided that such restrictions are no more restrictive than the terms 4.09 and any encumbrance or restriction contained in such Indebtedness does not, in the Credit Facilities good faith judgment of the Board of Directors of the Company, adversely affect the ability of the Company and the Guarantors, taken as in effect a whole, from making scheduled payments of cash interest on the Issue DateNotes when due; and (1315) restrictions in the case of Section 4.08(a)(3) hereof, encumbrances or restrictions: (a) that are not materially more restrictive than restrict in a customary provisions in comparable financings and manner the management subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company determines or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture, or (c) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that such restrictions will not materially impair do not, individually or in the Company's ability aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to make payments as required under the Notes.Company or any of its Restricted Subsidiaries;

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2) this Indenture, the Notes and the Other NotesGuarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was 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 in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture or Existing Indebtedness or Credit Facilities as in effect on the Issue Date; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business;; and (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted the Issuer or such Subsidiary of the Company Issuer to: (1a) (i) pay dividends or make any other distributions to the Issuer or any Subsidiary of the Issuer (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness owed to the Company Issuer or any Subsidiary of its Restricted Subsidiariesthe Issuer; (2b) make loans or advances to the Company Issuer or any Subsidiary of its Restricted Subsidiariesthe Issuer; or (3c) sell, lease or transfer any of its properties or assets to the Company Issuer or any Subsidiary of its Restricted Subsidiaries. Howeverthe Issuer, the preceding restrictions shall not apply to except in each case for such encumbrances or restrictions existing under or by reason of: (1i) Existing Indebtedness as (A) contractual encumbrances or restrictions in effect on the Issue Original Notes Issuance Date (includingincluding the AP5 Term Loan, without limitation, provided that the Credit FacilitiesIssuer shall repay and extinguish such Indebtedness no later the next succeeding Business Day following the Original Notes Issuance Date) and (B) contractual encumbrances or restrictions pursuant to the Securitization Transaction, Tax Equity Transactions and the Warehouse Financing and any contractual encumbrances or restrictions that are similar to the foregoing, contractual encumbrances or restrictions under other financing transactions that are similar to the foregoing, or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof such agreements or instruments similar to any of the foregoing; including in each case, provided that such amendmentsfor the avoidance of doubt, modificationsany scheduled or mandatory amortizations, restatements, renewals, increases, supplements, refundings, replacements restrictions on dividends or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Datecash sweep provisions thereunder; (2ii) this Indenture, the Notes and or the Other Notesother Note Documents; (3iii) applicable lawlaw or any applicable rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired (or assumed in connection with the acquisition of property) by the Company Issuer or any Subsidiary of its Restricted Subsidiaries as the Issuer 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 that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases contracts or agreements for the sale of assets, including any restriction with respect to a Subsidiary of the Issuer imposed pursuant to an agreement entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted the Capital Stock or assets of such Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other dispositionIssuer; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9vi) Liens securing Secured Indebtedness otherwise permitted to be incurred under Incurred pursuant to Section 4.14 4.03 and Section 4.10 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such LienIndebtedness; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12viii) 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; (ix) customary provisions contained in leases, subleases, licenses, sublicenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (x) in the case of clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (xi) Disqualified Stock or Preferred Stock of such Subsidiaries of the Issuer issued prior to or following the Original Notes Issuance Date in compliance with this Indenture; (xii) customary restrictions and conditions contained in the terms of Indebtedness permitted document relating to be incurred under Section 4.10; provided that any Lien so long as such Lien is a Permitted Lien and such restrictions are no more restrictive than or conditions relate only to the terms contained specific asset subject to such Lien; (xiii) agreements governing Hedging Obligations incurred in the Credit Facilities as in effect on the Issue Dateordinary course of business; and (13xiv) any encumbrances or restrictions that are 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 (i) through (xiii) 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 with respect to such dividend and other payment restrictions than customary provisions those contained in comparable financings and the management 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 Company determines that such restrictions will 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 impair be deemed a restriction on the Company's ability to make payments as required under distributions on Capital Stock and (ii) the Notessubordination of loans or advances made to the Issuer or a Subsidiary to other Indebtedness Incurred by the Issuer or any such Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary of the Company Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions set forth in Section 4.15(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (agreements, including, without limitation, the those governing Existing Indebtedness and Credit Facilities) , as in effect or committed to on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rules, regulations or order or governmental or other license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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 Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.15(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets or property subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary; (13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (14) Indebtedness of a Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this Section 4.15 or (ii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and (15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive than apply only to such Securitization Subsidiary or the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions Securitization Assets that are not materially more restrictive than customary provisions in comparable financings and subject to the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) Subject to the provisions of Section 4.08(b) below, the Main Issuer will not, directly or indirectlyand will not permit any Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Main Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (2) pay any Debt or other liabilities owed to the Issuers or any other Subsidiary; (3) make loans or advances to the Company Issuers or any of its Restricted Subsidiariesother Subsidiary; or (34) sell, lease or transfer any of its properties property or assets to the Company Main Issuer or any of its Restricted Subsidiaries. However, the preceding other Subsidiary. (b) The restrictions shall in Section 4.08(a) hereof will not apply to any encumbrances or restrictions existing under or by reason ofrestrictions: (1) Existing Indebtedness as in effect on existing pursuant to the Issue Date (including, without limitation, the Credit Facilities) Term Loan Facility and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendmentsthe encumbrances and restrictions in the amendment, modificationsmodification, restatementsrestatement, renewalsextension, increasesrenewal, supplements, refundings, replacements replacement or refinancings are no more restrictiverefinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (2) existing pursuant to this Indenture, the Notes or the Security Documents; (3) existing under or by reason of applicable law, rule, regulation or order; (4) existing under any agreements or other instruments of, or with respect to such dividend any Person, or the property or assets of any Person, at the time the Person is acquired by Wilpinjong Opco or any of its Subsidiaries; (5) of the type described in Section 4.08(a)(4) arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, or (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other payment restrictions similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, Joint Venture or similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, Wilpinjong Opco or any of its Subsidiaries; (6) with respect to Wilpinjong Opco and its Subsidiaries and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Subsidiary pending closing of such sale or disposition that is permitted by this Indenture; (7) existing pursuant to any agreement with the Wilpinjong Mine Customer in effect on the Issue Date and any amendment, modification, restatement, extension, renewal or replacement of any such agreement that is no less favorable in any material respect to the Holders than those contained in such Existing Indebtedness, as the agreement in effect on the Issue Date; (2) this Indenture8) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Notes and Holders than those contained in the Other Notesagreements governing the Debt being refinanced; (39) applicable law; (4) any instrument governing Indebtedness consisting of restrictions on cash or Capital Stock of a Person acquired other deposits or net worth imposed by the Company non-financial lessors, customers, suppliers or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred required by insurance surety bonding companies or 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 reclamation activity of the Person, so acquired; provided thatMain Issuer or a Subsidiary, in the case of Indebtednesseach case, 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 practicesbusiness; (610) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Finance Leases or operating leases or Mining Leases that impose encumbrances or restrictions discussed in Section 4.08(a)(4) on the property so acquired of the nature described in clause (3) of the preceding paragraphor covered thereby; (711) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition[reserved]; (8) Permitted Refinancing Indebtedness; provided that 12) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of such transaction; (13) existing pursuant to any agreement or instrument relating to any Debt permitted to be Incurred subsequent to the Issue Date by Section 4.09 hereof if such encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiveare, taken as a whole, no less favorable in any material respect to the Holders than those contained is customary in comparable financings (as determined in good faith by the agreements governing Main Issuer), and the Indebtedness being refinanced;Main Issuer determines in good faith that such encumbrances and restrictions will not materially affect the Issuers’ ability to make principal or interest payments on the Notes as and when they become due; and (914) Liens securing Indebtedness otherwise existing under or by reason of any Debt secured by a Lien permitted to be incurred under Incurred pursuant to Section 4.14 4.09 and Section 4.12 hereof that limit the right of the Company Wilpinjong Opco or any of its Restricted Subsidiaries to dispose of the assets subject to securing such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesDebt.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuers will not, and will not permit any of their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Issuers or any of its their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuers or any of its their Restricted Subsidiaries; (2) make loans or advances to the Company Issuers or any of its their Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Issuers or any of its their Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing (a) agreements in respect of First Lien Obligations and (b) agreements governing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and Hedging Obligations permitted to be entered into under this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided provided, that such agreements under this clause (b) and all such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, the Credit Agreement (as determined in effect on good faith by the Issue DateIssuers); (2) this Indenture, the Notes Notes, the Note Guarantees and the Other NotesSecurity Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired or assumed by the Company Issuers or any of its their Restricted Subsidiaries as in effect at the time of such acquisition or assumption (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisitionacquisition or assumption), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases leases, licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) with respect to a Restricted Subsidiary, any agreement that has been entered into for the sale or other disposition of a Restricted Subsidiary all or substantially all of the Company that restricts distributions by Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by Section 4.10 that imposes such encumbrance or restriction pending its the closing of such sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, defeased or discharged (as determined in good faith by the Issuers); (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to 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 in with the ordinary course approval of businessthe Holdings’ Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (12) restrictions contained in the terms of customary subordination provisions governing Indebtedness permitted pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect 4.09. In each case set forth above, notwithstanding any stated limitation on the Issue Date; and (13) restrictions assets or property that are not materially more restrictive than customary provisions may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, repairs, additions, attachments and accessions thereto, assets and property affixed or appurtenant thereto, parts, replacements and substitutions therefor, and all products and proceeds thereof, including dividends, distributions, interest and increases in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notesrespect thereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries. However, the preceding Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (includingOctober 8, without limitation, the Credit Facilities) 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing IndebtednessIndebtedness and Credit Facilities, as in effect on the Issue DateOctober 8, 2003; (2) this Indenture, the Notes Indenture and the Other Notes; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredIncurred at the time of such acquisition; (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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphparagraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided provided, however, that the any restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise that is permitted to be incurred under secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.14 4.11 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (12) restrictions any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in the terms of such Indebtedness permitted to be incurred under Section 4.10; provided that or agreement and (A) such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are encumbrance or restriction is not materially more restrictive disadvantageous to the Holders than is customary provisions in comparable financings (as determined in good faith by the Board of Directors of the Company) and the (B) management of the Company determines delivers to the Trustee an Officers’ Certificate evidencing its determination at the time such agreement is entered into, that such restrictions encumbrance or restriction will not materially impair the Company's ’s ability to make payments as required under on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create create, or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiary of the Company Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness Indebtedness, contracts and other instruments as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such the most restrictive Existing Indebtedness, contracts or other instruments, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (43) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (54) customary non-assignment provisions in leases leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (65) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (76) any agreement for the sale or other disposition of Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its such sale or other disposition; (8) 7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictiverestrictive at the time such restrictions become effective, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) 8) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (109) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (1110) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1211) restrictions contained in the terms of Indebtedness or Preferred Stock permitted to be incurred under Section 4.10; provided that such restrictions are no not materially more restrictive restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually, of the Credit Facilities and other Existing Indebtedness as in effect on the Issue Date; and (1312) restrictions that are not materially more restrictive restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines that determines, at the time of such restrictions financing, will not materially impair the Company's Issuers’ ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1a)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: reasons of (1i) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, ii) the Credit Facilities) Agreement as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Permitted Refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or and refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthe Credit Agreement as of the date hereof, as in effect on the Issue Date; (2iii) this Indenture, the Notes Indenture and the Other Notes; , (3iv) applicable law; , (4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that in the case of Indebtedness, such Indebtedness was is permitted by the terms of this Indenture to be incurred; , (5vi) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the preceding paragraph; property so acquired, (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition; sale, (8) ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; , (9x) Liens securing secured Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien; Indebtedness, (10xi) provisions with respect to the disposition or distribution of assets or property in an Asset Sale (or in a transaction which, but for its size, would be an Asset Sale), or in joint venture agreements and other similar agreements entered into in the ordinary course of business; business and (11xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) Neither the Company shall notnor any Guarantor will, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted SubsidiariesGuarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesGuarantor; (2) make loans or advances to the Company or any of its Restricted Subsidiariesthe Guarantors; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding Guarantor. (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes Notes, the Note Guarantees and the Other NotesCollateral Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries the Guarantors as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts, leases and licenses 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; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company Guarantor that restricts distributions by such Restricted Subsidiary that Guarantor pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined in good faith by the Board of Directors of the Company; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to 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 in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained provisions limiting the disposition or distribution of assets in joint venture agreements entered into (i) in the terms ordinary course of business or (ii) with the approval of the Company’s or the Guarantor’s Board of Directors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (13) net worth provisions in leases and other agreements entered into by the Company or any Guarantor in the ordinary course of business; or (14) agreements governing Indebtedness permitted to be incurred under pursuant to Section 4.104.09 hereof; provided provided, that the Board of Directors of the Company determines in good faith (such determination to be evidenced by a resolution of the Board of Directors) that such encumbrances and restrictions are no not materially more restrictive restrictive, taken as a whole, than the terms contained those in agreements in the Lxxxxxx Credit Facilities Agreement (as in effect on the Issue Date; and (13date of the indenture) restrictions that are and would not materially more restrictive than customary provisions in comparable financings and reasonably be expected to impair the management ability of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under of interest and scheduled payments of principal on the Notes, in each case as and when due, or to impair any Guarantor’s ability to honor its Note Guarantee.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company that is not a Guarantor to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions of Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness Indebtedness, Credit Facilities, Hedging Obligations and Cash Management Arrangements, including the Credit Agreement and the Existing Senior Notes indentures, as in effect on the Issue Date (includingDate, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2ii) this Indenture, the Notes Notes, the Subsidiary Guarantees and the Other NotesSecurity Documents; (3iii) applicable law, rule, regulation or order; (4iv) any agreement, instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such Indebtedness agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases leases, licenses and conveyances entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3iii) of the preceding paragraphSection 4.08(a); (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of businessand agreements relating to Permitted Business Investments; (11xi) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.09 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xii) encumbrances or restrictions contained in any Indebtedness, Disqualified Stock or preferred stock incurred by a Foreign Restricted Subsidiary pursuant to Section 4.09(a) or clause (i), (iv), (v) (but only to the extent a Foreign Restricted Subsidiary initially would have been permitted to incur the underlying Indebtedness), (xiv), (xv), (xvi) or (xviii) of Section 4.09(b); provided that such encumbrance or restriction shall only apply to such Foreign Restricted Subsidiary; (xiii) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xv) customary subordination provisions governing Indebtedness permitted pursuant to Section 4.09; (xvi) any encumbrances or restrictions contained in the terms of Indebtedness imposed by agreements or instruments governing other Indebtedness, Disqualified Stock or preferred stock permitted to be incurred under pursuant to Section 4.104.09 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ii) through (xv) above or this clause (xvi); provided that such restrictions are no agreements, contracts, instruments, 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 encumbrances and restrictions taken as a whole than the terms those contained in this Indenture or the Credit Facilities Agreement as in effect on the Issue Date, whichever is more restrictive, as determined by the Company; and (13xvii) restrictions or conditions of the types contained in clause (iii) of Section 4.08(a) contained in any operating, construction, service, supply, purchase or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that are not materially more restrictive than customary provisions in comparable financings and such agreement limits the management encumbrance solely to the property or assets of the Company determines or such Restricted Subsidiary that is the subject of such restrictions will agreement, the payment rights arising thereunder and the proceeds thereof and does not materially impair extend to any other asset or property of such Restricted Subsidiary or the Company's ability assets or property of the Company or any other Restricted Subsidiary. (c) In each case set forth in this Section 4.08, notwithstanding any stated limitation on the assets or property that may be subject to make payments as required under the Notessuch encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, directly or indirectlyand will not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 5.6(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements or instruments governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or instruments; provided that such the amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements or instruments on the Issue Date; (2ii) this IndentureAgreement, the Notes and the Other NotesSubsidiary Guarantees; (3iii) applicable law, rule, regulation or order; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the preceding paragraphSection 5.6(a) hereof; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 5.10 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (12xii) any EB-5 Preferred Stock; provided that the restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that agreements or instruments governing such restrictions are no more restrictive than the terms contained EB-5 Preferred Stock (x) apply only in the Credit Facilities as event of a payment default or a default with respect to a financial covenant in effect on the Issue Date; and such agreement or instrument or (13y) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair affect the Company's ’s ability to make payments as required under principal, interest and premium, if any, on the Notes, as determined in the reasonable good faith judgment of the Chief Financial Officer of the Company.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing (a) Existing Indebtedness and (b) Equity Interests and Credit Facilities as in effect on the Issue Date (includingReference Date, without limitationand in each case, the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or instruments; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no (in the good faith judgment of the Board of Directors of the Company or a senior financial officer of the Company) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements or instruments on the Issue Reference Date; (2) agreements or instruments governing Credit Facilities not in effect on the Reference Date so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium, if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in this Supplemental Indenture; (3) this Supplemental Indenture, the Notes and the Other Notes; (3) applicable lawNote Guarantees; (4) any instrument governing Indebtedness applicable law, rule, regulation or Capital Stock of order; (5) agreements or instruments with respect to a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Company’s Board of Directors or a senior financial officer of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred; (56) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicescustomary contractual restrictions on transfers of all or substantially all assets of a Person; (67) purchase money obligations for property acquired in the ordinary course of business any instrument governing any secured Indebtedness or Capital Lease Obligation that impose imposes restrictions on the property so acquired assets securing such Indebtedness or the subject of such lease of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that imposes restrictions of the Company that restricts distributions by such nature described in clauses (1) and/or (3) of Section 4.08(a) hereof on the Restricted Subsidiary pending its the sale or other disposition; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (1011) provisions with respect to limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in agreements, which limitation is applicable only to the ordinary course assets that are the subject of businesssuch agreements; (1112) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (1213) restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with Section 4.09 hereof, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors or a senior financial officer of the Company, not materially more restrictive than those contained in the existing agreements referenced in clauses (1) and (3) above; (14) the issuance of Preferred Stock by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (15) any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the terms agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the event of Indebtedness permitted a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, as determined in good faith by the Company’s Board of Directors or a senior financial officer of the Company, whose determination shall be incurred under Section 4.10conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings; (16) if the Merger has been consummated, any agreement or instrument of T-Mobile or any of its Subsidiaries existing prior to, or entered into or assumed by the Company or any of its Subsidiaries in connection with, the Merger, in each case, as such agreements or instruments may be amended, restated, modified, renewed or replaced from time to time; provided that such restrictions the amendments, restatements, modifications, renewals, and replacements are no more restrictive than the terms contained (in the Credit Facilities good faith judgment of the Board of Directors of the Company or a senior financial officer of the Company) not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those agreements or instruments as in effect on as of the Issue Closing Date; and (1317) if the Merger has been consummated, restrictions that are not materially more restrictive than customary provisions in comparable financings and arising from the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesTowers Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiary of the Company Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such the most restrictive Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes Indenture and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines that determines, at the time of such restrictions financing, will not materially impair the Company's Issuers' ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2) this Indenture, the Notes and the Other NotesGuarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was 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 in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business;; and (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 6.6(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthose agreements, as in effect on the Issue Datedate of this Agreement; (2ii) this IndentureAgreement, the Notes and the Other NotesGuarantee and Collateral Agreement; (3iii) applicable law, rule, regulation or order; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or such Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions in leases contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the preceding paragraphSection 6.6(a); (7vii) contracts for the sale of assets, including, without limitation, any agreement for the sale or other disposition of the assets or Capital Stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its such sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness, at the time such Indebtedness was incurred, are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 6.10 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;; and (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, indirectly create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) Existing agreements, including, without limitation, those governing Indebtedness and Credit Facilities, as in effect on the Issue Closing Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Closing Date; (2ii) this Indenture, Agreement or the Notes and the Other Notesother Loan Documents; (3iii) applicable law, rule, regulation or order or governmental license, permit or concession; (4iv) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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 Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5v) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3iii) of the preceding paragraphSection 6.4(a); (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise and agreements related thereto that were permitted to be incurred under the provisions of this Agreement described above under Section 4.14 6.7 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xii) restrictions contained customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary; (xiii) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (xiv) Indebtedness of the Company or any Restricted Subsidiary incurred subsequent to the Closing Date pursuant to the provisions of Section 6.2, (i) in respect of the subordination provisions, if any, of such Indebtedness or (ii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Loans as and when due or (y) such encumbrance or restriction applies only in the terms event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and (xv) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive than apply only to such Securitization Subsidiary or the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions Securitization Assets that are not materially more restrictive than customary provisions in comparable financings and subject to the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of 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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, directly or indirectlyand will not permit any Restricted Subsidiary to, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company (other than a Receivables Subsidiary) to: (1) pay dividends or make any other distributions permitted by applicable law on its any Capital Stock to of such Restricted Subsidiary owned by the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay Subsidiary; (2) repay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (23) make loans or advances to the Company or any of its other Restricted SubsidiariesSubsidiary; or (34) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary. (b) The restrictions in Section 4.08(a) will not restrict any encumbrances or restriction: (1) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of its Restricted Subsidiaries. Howeversuch agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the preceding restrictions shall not apply to Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2) existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notesof applicable law; (3) applicable law; (4) existing with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a such Person acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiary, existing at the time of such acquisition (except to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisition)thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of any Person other than such Person or the Personproperty or assets of such Person so acquired and any extensions, so acquiredrefinancings, renewals or replacements thereof; provided thatthat the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (4) in the case of clause (4) of the first paragraph of this Section 4.08: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the normal course of business, not relating to any Indebtedness, such Indebtedness was permitted by and that do not, individually or in the terms aggregate, detract from the value of this Indenture property or assets of the Company or any Restricted Subsidiary in any manner material to be incurredthe Company or any Restricted Subsidiary; (5) customary non-assignment provisions in leases with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into in for the ordinary course sale or disposition of business all or substantially all of the Capital Stock of, or property and consistent with past practicesassets of, such Restricted Subsidiary; (6) purchase money obligations for property acquired relating to a Subsidiary Guarantor and contained in the ordinary course terms of business any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company in good faith); and (B) the Company determines that impose restrictions any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the property so acquired of the nature described in clause (3) of the preceding paragraphNotes; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) arising from customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into 8) existing in the ordinary course of businessdocumentation governing any Permitted Securitization; or; (129) restrictions contained in the terms of any agreement governing Indebtedness permitted to be incurred under clause (8) of the second paragraph of part (a) of Section 4.10; provided that such restrictions are no more restrictive than the terms 4.09. Nothing contained in this Section 4.08 shall prevent the Credit Facilities as Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in effect on Section 4.12 or (2) restricting the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management sale or other disposition of property or assets of the Company determines or any of its Restricted Subsidiaries that such restrictions will not materially impair secure Indebtedness of the Company's ability to make payments as required under the NotesCompany or any of its Restricted Subsidiaries.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; Guarantor; or (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of: : (1) Existing Indebtedness as in effect on the Issue Date (includingapplicable law, without limitationrule, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements regulation or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; order; (2) this Indenture, the Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes, the 2026 Notes, the 2027 Notes, the UK Notes and the Other Notes; Secured Notes (including the security and other ancillary documents related thereto) and the guarantees in respect thereof; (3) applicable law; non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided thatthat any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the case manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred; any Person pending the closing of such sale; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (79) any agreement for the sale or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other disposition Indebtedness or other contractual requirements of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing IndebtednessSecuritization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise Issue Date or permitted to be issued or incurred under Section 4.14 this Indenture; provided that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions restrictions are ordinary and customary with respect to the disposition type of Indebtedness being incurred or distribution of assets or property in joint venture agreements and other similar agreements entered into in Preferred Stock being issued (under the ordinary course of business; relevant circumstances); (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10above; provided that such restrictions are no more restrictive than the terms contained amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Credit Facilities as in effect on good faith judgment of the Issue Date; and Company’s Board of Directors (13evidenced by a Board Resolution) restrictions that are whose judgment shall be conclusively binding, 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; (14) customary provisions in comparable financings joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the management ordinary course of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notesbusiness.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness Indebtedness, the Credit Facilities and the Hedging Agreement as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was 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 acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to 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 in with the ordinary course approval of businessthe Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained on cash or other deposits by parties under agreements entered into in the terms ordinary course of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained Oil and Gas Business of the types described in the Credit Facilities as in effect on the Issue Datedefinition of Permitted Investments; and (13) customary restrictions that are not materially more restrictive than customary provisions on the disposition or distribution of assets or property in comparable financings and agreements entered into the management ordinary course of business of the Company determines that such restrictions will not materially impair Oil and Gas Business of the Company's ability to make payments as required under types described in the Notesdefinition of Permitted Investments.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date;date of this Indenture; SF\552388.8 (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment or change in control provisions in leases contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (6) the license of any intellectual property of the Company or any of its Restricted Subsidiaries; (7) the release, waiver or novation of contractual, indemnification, or other legal rights; (8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (79) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) 10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (911) Permitted Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (1012) provisions with respect to 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 in with the ordinary course approval of business;the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (1113) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary of the Company Subsidiaries to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding restrictions set forth in Section 4.15(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rules, regulations or order or governmental license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds 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 Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3Section 4.15(a)(3) of the preceding paragraphhereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets or property subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into agreements, which limitation is applicable in all material respects only to the ordinary course assets or property that are the subject of businesssuch agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary; (13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (14) Indebtedness of a Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this Section 4.15 or (ii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and (15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive than apply only to such Securitization Subsidiary or the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions Securitization Assets that are not materially more restrictive than customary provisions in comparable financings and subject to the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1i)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 owed to the Company or any of its Restricted Subsidiaries; , (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness the New Credit Facility as in effect on as of the Issue Date (includingdate of this Indenture, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, the New Credit Facility as in effect on the Issue Date; (2) date of this Indenture, the Notes (b) this Indenture and the Other Notes; , (3c) applicable law; , (4d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this 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 acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3iii) of above on the preceding paragraph; property so acquired, (7g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition; sale, (8) h) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; , (9i) Liens securing secured Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien; Indebtedness, (10j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; , and (11k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall notnot permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock or pay Indebtedness to the Company or any of its the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its the Company’s Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities and other contractual encumbrances or restrictions in each case as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2ii) this Indenture, the Security Documents, the Notes and the Other NotesNote Guarantees; (3iii) applicable law; (4iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredincurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphbusiness; (7vi) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions distributions, loans, advances or asset transfers by such that Restricted Subsidiary pending its sale or other disposition; (8) vii) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 4.10 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11xi) restrictions on cash in the case of clause (iii) of Section 4.11(a) hereof, encumbrances or other deposits restrictions: (A) that restrict in a customary manner the subletting, assignment or net worth imposed transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by customers under contracts entered into virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the ordinary course of business; (12) restrictions contained , not relating to any Indebtedness, and that do not, individually or in the terms aggregate, detract from the value of Indebtedness permitted property or assets of the Company or any Restricted Subsidiary in any manner material to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue DateCompany or any Restricted Subsidiary; and (13xii) customary restrictions that are not materially more restrictive than customary on such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notesthis Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred;; 67 (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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under 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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, and the Credit Facilities) Agreement as in effect on the Recapitalization Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthose agreements on the date of this Indenture or the date of the Recapitalization, as in effect on the Issue Dateapplicable; (2ii) this Indenture, Indenture and the Notes and (including the Other Exchange Notes); (3iii) applicable law, rule, regulation or order; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases leases, licenses and conveyances entered into in the ordinary course of business and consistent with past practices; (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3iii) of the preceding paragraph; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11xi) other Indebtedness of Cinemark USA, Inc. or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the date of this Indenture in accordance with Section 4.09, provided that 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 Board of Directors of the Company in good faith, than the provisions contained in the Credit Agreement and in the indentures governing the Existing Notes, as in effect on the Recapitalization Date and the Issue Date, respectively; (xii) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.09 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xiii) encumbrances or restrictions contained in any Indebtedness incurred by a Foreign Restricted Subsidiary pursuant to the first paragraph (in an amount not to exceed in aggregate at any one time outstanding $50.0 million of Indebtedness) of and clauses (iv) and (xiv) of the second paragraph of Section 4.09; provided that such encumbrance or restriction shall only apply to such Foreign Restricted Subsidiary; (xiv) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; and (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall of Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as agreements in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that the encumbrances or restrictions contained in any such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as agreements in effect place on the Issue Datedate of this Indenture; (2) this the Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those instruments; provided thatthat the encumbrances or restrictions contained in any such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in instruments in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition; (5) customary non-assignment provisions in leases leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions set forth in Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to 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 in with the ordinary course approval of businessthe Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained contracts for sales of assets permitted by the provisions set forth in Section 4.10 with respect to the terms of Indebtedness permitted assets to be incurred under Section 4.10; provided that sold pursuant to such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Datecontracts; and (13) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted under this Indenture to the extent such restrictions that are not materially more restrictive than customary provisions in comparable financings and restrict the management transfer of the Company determines that property subject to such restrictions will not materially impair the Company's ability to make payments as required under the Notessecurity agreements or mortgages.

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 permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Company's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or , or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: of (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; date hereof, (2) this Indenture, the Notes Indenture and the Other Notes; , (3) applicable law; , (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; incurred by the Company or such Restricted Subsidiary, (5) customary non-assignment provisions in leases contracts entered into in the ordinary course of business and consistent with past practices; business, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; , (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; , (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; , (9) Liens securing Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 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; , (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; , (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; , (12) restrictions contained in imposed pursuant to the terms of Indebtedness of a Restricted Subsidiary of the Company that was permitted by this Indenture to be incurred under Section 4.10incurred; provided that such restrictions are no more restrictive than the terms contained restrictions, in the Credit Facilities as in effect on written view of the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management Board of Directors of the Company determines that or an executive officer of the Company, (a) are required in order to obtain such restrictions financing, (b) are customary for such financings or, in the absence of industry customs, reasonable in the view of the Board of Directors or such executive officer, and (c) will not materially impair the Company's ability to make interest and principal payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the 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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) ACEP will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company ACEP or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company ACEP or any of its Restricted Subsidiaries; (2) make loans or advances to the Company ACEP or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company ACEP or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as agreements in effect on the Issue Date (including, without limitation, date of the Credit Facilities) indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes Notes, the Note Guarantees and the Other NotesSecurity Documents; (3) applicable law, rule, regulation or order (including, without limitation, any order of registration and any amendments thereto issued by the Nevada Gaming Authorities with respect to ACEP or any of its Subsidiaries); (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company ACEP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture the 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 acquired and Capital Lease Obligations in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphbusiness; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.13 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property and other similar customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements (including agreements entered into in the ordinary course of businessconnection with a Restricted Investment); (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions customary provisions contained in the terms leases or licenses of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained intellectual property and other agreements, in each case entered into in the Credit Facilities as in effect on the Issue Dateordinary course of business; and (13) restrictions secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof that are not materially more restrictive than customary provisions in comparable financings and limit the management right of the Company determines that such restrictions will not materially impair debtor to dispose of the Company's ability to make payments as required under assets or properties securing the NotesIndebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company Issuer or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness (including the MAAX Corporation Notes) and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes Indenture and the Other Notes; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was 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 acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in with the ordinary course approval of businessthe Board of Directors of the Issuer, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect Permitted Factoring Arrangements on the Issue Datedisposition of accounts receivable subject to Permitted Factoring Arrangements; and (13) restrictions agreements governing Indebtedness permitted to be incurred pursuant to Section 4.10; provided that either (a) the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive than customary provisions in comparable financings with respect to such dividend and other payment restrictions, as determined by the management Board of Directors of the Company determines that Issuer, in its reasonable and good faith judgment, than the provisions contained in the Credit Agreement or this Indenture as in effect on the date of this Indenture or (b) such restrictions will encumbrance or restriction contained in such indebtedness does not materially impair prohibit (except upon a default or event of default thereunder or, if after giving effect to any such dividend, a default or event of default would occur thereunder) the Company's ability payment of dividends in an amount sufficient, as determined by the Board of Directors of the Issuer, in its reasonable and good faith judgment, to make scheduled cash payments as required under on the NotesNotes when due.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Datedate of this Indenture; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions any agreement with respect to a Restricted Subsidiary evidencing Indebtedness incurred without violation of this Indenture, or any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of any agreement with respect to a Restricted Subsidiary referred to in leases clauses (1) or (4) or this clause (5); provided that the encumbrances or restrictions with respect to such Restricted Subsidiary contained in any such agreement, amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing, taken as a whole, are not materially less favorable to the Holders of the Notes, as determined in good faith by the senior management of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the date of this Indenture; (6) any agreement or provision that (a) restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (b) creates an encumbrance or restriction by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (c) is a licensing agreement to the extent such agreement limits the transfer of the property subject to such licensing agreement or (d) creates an encumbrance or restriction arising or agreed to in the ordinary course of business and consistent with past practicesthat does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management of the Company; (67) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a); (7) 8) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (i) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3C) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (ii) However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1A) Existing Indebtedness Indebtedness, Equity Interests or other agreements or instruments as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any one or more amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, extensions or refinancings thereof, from time to time, in whole or in part, provided that any such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement, extension or refinancings are no refinancing is not materially more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in such Existing Indebtedness, Equity Interest or other agreement or instrument as in effect on the Issue Date; (2B) this Indenture, the Notes and the Other NotesSubsidiary Guarantees; (3C) applicable law; (4D) any instrument governing Indebtedness contract or Capital Stock Equity Interest of a Person acquired (whether by merger or otherwise) by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness contract was incurred entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any such Person, or the properties or assets of any Person, other than the Personsuch Person and its Subsidiaries, or the property or assets of the Personsuch Person and its Subsidiaries, so acquired; , provided that, in the case of any such contract evidencing Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5E) customary non-assignment provisions in leases leases, licenses and other agreements entered into in the ordinary course of business and consistent with past practices; (6F) purchase money customary restrictions in agreements governing Liens securing obligations for property acquired in of the ordinary course Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphsubject to such Liens; (7G) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) H) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced (regardless of whether any Indebtedness remains outstanding and un-refinanced under such agreements); (9I) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien; (10J) customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property property, each contained in corporate charters, bylaws, stockholders' agreements, limited liability company agreements, partnership agreements, joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12L) restrictions contained contracts entered into in the terms ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (M) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (N) Equity Interests, Indebtedness permitted to be incurred under Section 4.10; or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions are no more restrictive than apply only to such Receivables Subsidiary; (O) restrictions on the terms transfer of property or assets required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses; (P) restrictions on the transfer of assets contained in any contract assumed by the Credit Facilities Company or any of its Restricted Subsidiaries as in effect on at the Issue Datetime of the acquisition of such assets (except to the extent such contract was entered into in connection with or in contemplation of such acquisition), which restrictions are not applicable to any assets other than the assets so acquired; (Q) agreements or instruments governing Indebtedness, Disqualified Stock or Preferred Stock incurred or issued in compliance with Section 4.09 of this Indenture if such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture; and (13R) any agreement, instrument or Equity Interest that amends, modifies, restates, renews, increases, supplements, refunds, replaces, extends or refinances any of the items described in the preceding clauses of this paragraph (ii), provided that the encumbrances or restrictions that set forth therein are not materially more restrictive restrictive, taken as a whole, than customary provisions those contained in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notespredecessor agreement, instrument or Equity Interest.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, 59 60 renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of 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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; 60 61 (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under 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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1i)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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; , (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness and Liens with respect thereto as in effect or entered into on the Issue Date date hereof, (includingb) the New Bank Credit Facility as in effect as of the date hereof, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, the New Bank Credit Facility as in effect on the Issue Date; date hereof, (2c) this Indenture, the Notes and the Other Notes; Subsidiary Guarantees, (3d) applicable law; , (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5f) customary non-assignment provisions in leases (A) leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business and consistent business, (B) any agreement to transfer, or option or right with past practices; respect to the transfer of, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture or (6C) by virtue of provisions of security agreements or mortgages securing Indebtedness of a Restricted Subsidiary that is not otherwise prohibited by this Indenture to the extent that such provisions restrict the transfer of the property or assets subject to the Lien created thereby, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3iii) of above on the preceding paragraph; property so acquired, (7h) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary all or substantially all of the Company that restricts distributions by Capital Stock or assets of such Restricted Subsidiary pending its sale or other disposition; (8) i) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Material Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company or any Material Subsidiary to: (1a) pay dividends or make any other distributions on its Capital Stock to the Company or any of Subsidiary (1) on its Restricted Subsidiaries, Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;; or (2b) make loans or advances to the Company or any Subsidiary that is a direct or indirect parent of its Restricted Subsidiariessuch Material Subsidiary; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except in each case for such encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as contractual encumbrances or restrictions in effect on the Issue Date (including, without limitation, the Credit Facilities) and any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that of such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements agreements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Dateinstruments; (2) this Indenture, the Notes and Notes, the Other NotesGuarantees or the Security Documents; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary 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 PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries (including after-acquired property), so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases contracts or agreements for the sale of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of business and consistent with past practicesthe Capital Stock or assets of such Subsidiary; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Secured Indebtedness otherwise permitted to be incurred under Incurred pursuant to Section 4.14 4.03 and Section 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such LienIndebtedness; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (117) 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 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; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, mortgage, security agreement or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (12) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the terms of Indebtedness Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred under Incurred subsequent to the Issue Date pursuant to Section 4.104.03; (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) or (b) 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 and this clause (15); provided that such restrictions are 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 the terms those contained in the Credit Facilities as 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 effect receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under distributions on Capital Stock and (ii) the Notessubordination of loans or advances made to the Company or a Subsidiary to other Indebtedness Incurred by the Company or any such 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 its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1a)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of: : (1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (includingAugust 29, without limitation2001, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or and refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthose agreements on August 29, as in effect on the Issue Date; 2001, (2ii) this Indenture, the Notes and the Other Notes; Subsidiary Guarantees as in effect on the date of this Indenture, (3iii) applicable law; law and any applicable rule, regulation or order, (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Indenture to be incurred; hereof, (5v) customary non-assignment provisions in leases or other similar agreements entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the preceding paragraph; property so acquired, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all the assets of the Company such Restricted Subsidiary that restricts distributions by such that Restricted Subsidiary pending its such sale or other disposition; ; (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced; ; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien; Liens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; ; (11xi) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary or the receivables 42 or inventory which are subject to the Qualified Receivables Transaction; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (12xiii) contractual encumbrances and restrictions contained in effect on August 14, 2001; (xiv) mortgage or construction financing that imposes restrictions on transfer of the terms of property acquired or improved; (xv) protective liens filed in connection with sale-leaseback transactions permitted under Section 4.16 and (xvi) Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and pursuant to clauses (13m), (n) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management (o) of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notessecond paragraph of Section 4.09.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Parent or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company Parent or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2) this Indenture, the Notes Notes, the Collateral Agreements and the Other NotesGuarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of 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 in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company Parent that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) agreements governing other Indebtedness of the Parent and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business;; and (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, directly or indirectlyand shall not permit any of its Restricted Subsidiaries to, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, Subsidiaries on its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesCapital Stock; (2) make loans or advances advances, or pay any Indebtedness owed, to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 10.12(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness or Capital Stock as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or instruments; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements or instruments on the Issue Date; (2) this Indenture, the 8.5% Notes and the Other NotesSubsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) any encumbrance or restriction consisting of customary non-assignment provisions (including provisions forbidding subletting) in leases entered into in governing leasehold interests to the ordinary course extent such provisions restrict the transfer of business and consistent with past practicesthe lease, the property leased thereunder or the other interests therein; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 10.12(a) hereof; (7) customary provisions in bona fide contracts for the sale of property or assets; (8) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1210) restrictions any encumbrance or restriction contained in the terms of any Indebtedness permitted or preferred stock, or any agreement pursuant to which such Indebtedness or preferred stock was incurred or issued, if such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the 8.5% Notes, as determined in good faith by the Company’s Board of Directors, whose determination shall be incurred under Section 4.10; conclusive; (11) Permitted Refinancing Indebtedness, provided that such the restrictions are no more restrictive than the terms contained in the Credit Facilities agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in effect on the Issue Dateagreements governing the Indebtedness or preferred stock being refinanced; and (1312) restrictions secured Indebtedness that are not materially more restrictive than customary provisions in comparable financings and limits the management right of the Company determines that debtor to dispose of the assets securing such restrictions will not materially impair the Company's ability to make payments as required under the NotesIndebtedness and any encumbrance or restriction contained in related security agreements, mortgages or purchase money agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1a)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of: (1i) the Indenture and the Notes; (ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, date of the Credit Facilities) Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of the Indenture; (2) this Indenture, the Notes and the Other Notes; (3) applicable law; (4iii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredthe Indenture; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6iv) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (3) of the preceding paragraphSection 5.09(iii); (7v) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9vi) applicable law rule, regulation or order; (vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (viii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 5.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to 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 in with the ordinary course approval of business;the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

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 permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2iii) make any loans or advances to the Company or any of its Restricted Subsidiaries; or (3iv) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. . (b) However, the preceding foregoing restrictions shall not apply to Permitted Liens or to encumbrances or restrictions existing under or by reason of: (1i) any agreements in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness as in effect on the Issue Date (includingdate of this Indenture, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Existing Indebtedness, Indebtedness as in effect on the Issue Datedate of this Indenture as reasonably determined by the Company in good faith; (2ii) this Indenture, the Notes and the Other NotesIndenture Documents; (3iii) applicable lawlaw and any applicable rule, regulation or order; (4iv) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business; (v) purchase money obligations that impose restrictions of the nature described in clause (a)(iv) above on the property so acquired; (vi) any instrument governing Indebtedness agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof; (vii) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary 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 and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5viii) Liens that limit the right of Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien; (ix) customary non-assignment provisions limiting the disposition or distribution of assets or property in leases partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent with past practicesbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (6x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing IndebtednessDebt; provided that the restrictions subject to the limitations of this provision and contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as reasonably determined by the Company in good faith; (9xi) Liens securing any such encumbrance or restriction with respect to any Foreign Subsidiary pursuant to an agreement governing Indebtedness otherwise permitted incurred by such Foreign Subsidiary, (a) if the encumbrances and restrictions subject to be incurred under Section 4.14 that limit the right limitations of this provision and contained in any such agreement or instrument taken as a whole are not materially more restrictive to the holders of the Company Notes than the encumbrances and restrictions contained in the agreements described in clause (i) above (as determined in good faith by the Company), or any of its Restricted Subsidiaries (b) if such encumbrance or restriction is not materially more restrictive to dispose the holders of the assets subject Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Issuer’s ability to make the principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such LienIndebtedness; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xiii) restrictions customary provisions contained in the terms leases or non-exclusive licenses of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained intellectual property and other similar agreements entered into in the Credit Facilities as in effect on the Issue Dateordinary course of business and consistent with past practice or industry practice; and (13xiv) restrictions any Credit Facilities permitted under this Indenture; provided that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines in good faith at the time of entry into such agreement that such encumbrances or restrictions contained in any such Credit Facility (subject to the provisions of the Intercreditor Agreement) will not materially impair adversely affect, in any material respect, the Company's Issuer’s ability to make principal or interest payments as required under on the Notes. Nothing contained in this Section 5.08 shall prevent the Issuer or any Restricted Subsidiary from creating, incurring or suffering to exist any Permitted Lien.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company that is not a Guarantor to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities, including the Credit Agreement, as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Date; (2ii) this Indenture, the Notes and the Other NotesSubsidiary Guarantees (including the Exchange Notes and the Guarantees thereof); (3iii) applicable law, rule, regulation or order; (4iv) any agreement, instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such Indebtedness agreement, instrument or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in leases leases, licenses and conveyances entered into in the ordinary course of business and consistent with past practicesbusiness; (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (3iii) of the preceding paragraph; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of businessand agreements relating to Permitted Business Investments; (11xi) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.09 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (xii) encumbrances or restrictions contained in any Indebtedness, Disqualified Stock or preferred stock incurred by a Foreign Restricted Subsidiary pursuant to the first paragraph of and clauses (i), (iv), (v) (but only to the extent a Foreign Restricted Subsidiary initially would have been permitted to incur the underlying Indebtedness), (xiv), (xv), (xvi) or (xviii) of the second paragraph of Section 4.09; provided that such encumbrance or restriction shall only apply to such Foreign Restricted Subsidiary; (xiii) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xv) restrictions contained in the terms of customary subordination provisions governing Indebtedness permitted pursuant to be incurred under Section 4.104.09; (xvi) 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 (xv) above or this clause (xvi); provided that such restrictions are no 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 encumbrances and restrictions taken as a whole than the terms contained in the Credit Facilities as in effect on the Issue Datethose prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (13xvii) restrictions or conditions of the types contained in clause (iii) of the preceding paragraph contained in any operating, construction, service, supply, purchase or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that are not materially more restrictive than customary provisions in comparable financings and such agreement limits the management encumbrance solely to the property or assets of the Company determines or such Restricted Subsidiary that is the subject of such restrictions will agreement, the payment rights arising thereunder and the proceeds thereof and does not materially impair extend to any other asset or property of such Restricted Subsidiary or the Company's ability to make payments as required under assets or property of the NotesCompany or any other Restricted Subsidiary.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Issuers or any of its their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuers or any of its their Restricted Subsidiaries; ; (2b) make loans or advances or guarantee any such loans or advances to the Company Issuers or any of its their Restricted Subsidiaries; or or (3c) transfer any of its properties or assets to the Company Issuers or any of its their Restricted Subsidiaries. However, the preceding restrictions shall not apply to ; except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date; date hereof, (2ii) this Indenture, the Notes, the 9 3/4% Notes and the Other indenture governing the 9 3/4% Notes; , (3iii) applicable law; , (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuers or any of its Restricted their 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 anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5v) customary non-non- assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the preceding paragraph; property so acquired, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; , (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; , (9ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien; ; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; ; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; (12xii) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.104.09 hereof; provided that such restrictions are no more restrictive than the terms contained in the Kentucky Credit Facilities as in effect on Facility and the Issue DateIndiana Credit Facility; and and (13xiii) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company Issuers determines that such restrictions will not materially impair the Company's Issuers' ability to make payments as required under this Indenture and the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, directly or indirectlyand shall not permit any of its Restricted Subsidiaries to, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, Subsidiaries on its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesCapital Stock; (2) make loans or advances advances, or pay any Indebtedness owed, to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 10.12(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness or Capital Stock as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or instruments; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements or instruments on the Issue Date; (2) this Indenture, the 6 ⅞% Notes and the Other NotesSubsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) any encumbrance or restriction consisting of customary non-assignment provisions (including provisions forbidding subletting) in leases entered into in governing leasehold interests to the ordinary course extent such provisions restrict the transfer of business and consistent with past practicesthe lease, the property leased thereunder or the other interests therein; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 10.12(a) hereof; (7) customary provisions in bona fide contracts for the sale of property or assets; (8) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1210) restrictions any encumbrance or restriction contained in the terms of any Indebtedness permitted or preferred stock, or any agreement pursuant to which such Indebtedness or preferred stock was incurred or issued, if such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the 6 ⅞% Notes, as determined in good faith by the Company’s Board of Directors, whose determination shall be incurred under Section 4.10; conclusive; (11) Permitted Refinancing Indebtedness, provided that such the restrictions are no more restrictive than the terms contained in the Credit Facilities agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in effect on the Issue Dateagreements governing the Indebtedness or preferred stock being refinanced; and (1312) restrictions secured Indebtedness that are not materially more restrictive than customary provisions in comparable financings and limits the management right of the Company determines that debtor to dispose of the assets securing such restrictions will not materially impair the Company's ability to make payments as required under the NotesIndebtedness and any encumbrance or restriction contained in related security agreements, mortgages or purchase money agreements.

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 permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1a) (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1) Existing Indebtedness as in effect on the Issue Date (date of this Indenture, including, without limitation, restrictions under the Revolving Credit Facilities) Facility, as in effect on the date of this Indenture and any refinancings, amendments, modifications, restatements, renewalsrenewals or replacements thereof; provided, increaseshowever, supplements, refundings, replacements or refinancings thereof, provided that the agreements governing such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain restrictions that are no not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtednessthe agreement governing the Indebtedness being so refinanced, as in effect on the Issue Date; amended, restated, renewed or replaced, (2) this Indenture, the Notes and the Other Notes; Subsidiary Guarantees, (3) applicable law; , (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the 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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the preceding paragraph; property so acquired, (7) any agreement customary provisions in bona fide contracts for the sale of property or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale assets, or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) the ABL Facility and other agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictivenot in the good faith judgment of the Board of Directors of the Company, less favorable, taken as a whole, with respect to such dividend and other payment restrictions the Holders of the Notes than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this the Indenture, the Notes Notes, the Exchange Notes, the Subsidiary Guarantees and the Other NotesSecurity Documents; (3) applicable law, rule, regulation or order; (4a) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; and (b) any amendment, modification, replacement or refinancing thereof; provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors, less favorable, taken as a whole, to the Holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness referred to in clause (a); (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 acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphparagraph (a) above; (7) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictivein the good faith judgment of the Company’s Board of Directors, not materially less favorable, taken as a whole, to the Holders, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien4.12 hereof; (10) provisions with respect to 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 in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (12) restrictions contained in the terms other Indebtedness or Disqualified Stock of Indebtedness Restricted Subsidiaries permitted to be incurred under subsequent to the date of this Indenture pursuant to the provisions of Section 4.104.09 hereof; provided that such the encumbrances or restrictions imposed thereby are no more restrictive than ordinary and customary with respect to the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management type of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesIndebtedness incurred.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1i)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 owed to the Company or any of its Restricted Subsidiaries; , (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (includingb) the New Credit Agreement as in effect as of the date of this Indenture, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, the New Credit Agreement as in effect on the Issue Date; (2) date of this Indenture, the Notes (c) this Indenture and the Other Notes; , (3d) applicable law; , (4e) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that the Consolidated EBITDA of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred; Indenture, (5f) by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices; , (6g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3iii) above on the property so acquired, (h) agreements relating to the financing of the acquisition of real or tangible personal property acquired after the date of this Indenture, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (i) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary, (j) any restriction or encumbrance contained in contracts for sale of assets permitted by this Indenture in respect of the assets being sold pursuant to such contract, (k) Senior Revolving Debt permitted to be incurred under this Indenture and incurred after the date of this Indenture, provided, that such encumbrances or restrictions in such Indebtedness are no more onerous than the restrictions contained in the New Credit Agreement on the date of this Indenture, (l) Non-Recourse Debt of Unrestricted Subsidiaries incurred under clause (ix) of the preceding paragraph; Section 4.10 or (7m) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness the New Credit Facility as in effect on as of the Issue Date (includingdate hereof, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, when taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, the New Credit Facility as in effect on the Issue Datedate hereof; (2) this Indenture, the Notes Indenture and the Other Notes; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of 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 property, acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of in the preceding paragraphprevious paragraph on the property so acquired; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, when taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;; or (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit 8) the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings Existing Senior Subordinated Notes and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesExisting Senior Subordinated Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall notnot permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1i) pay dividends or make any other distributions on its Capital Stock or pay Indebtedness to the Company or any of its the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its the Company’s Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. Subsidiary. (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities and other contractual encumbrances or restrictions in each case as in effect on the Issue Conversion Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Conversion Date; (2ii) this Indenture, the Notes and the Other NotesNote Guarantees; (3iii) applicable law; (4iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredincurred and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements and instruments on the date of such acquisition; (5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (6v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphbusiness; (7vi) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions distributions, loans, advances or asset transfers by such that Restricted Subsidiary pending its sale or other disposition; (8) vii) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Conversion Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 4.10 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11xi) restrictions on cash in the case of clause (iii) of Section 4.11(a) hereof, encumbrances or other deposits restrictions: (A) that restrict in a customary manner the subletting, assignment or net worth imposed transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by customers under contracts entered into virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the ordinary course of business; (12) restrictions contained , not relating to any Indebtedness, and that do not, individually or in the terms aggregate, detract from the value of Indebtedness permitted property or assets of the Company or any Restricted Subsidiary in any manner material to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue DateCompany or any Restricted Subsidiary; and (13xii) customary restrictions that are not materially more restrictive than customary on such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notesthis Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any other agreements, including Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was 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 acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (3) of the preceding paragraphSection 4.08(a) hereof; (7) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) provisions with respect to 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 in with the ordinary course approval of businessthe Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) encumbrances and restrictions contained in the terms of security agreements or mortgages securing Indebtedness or a Restricted Subsidiary permitted to be incurred under Section 4.10; provided that such this Indenture so long as the restrictions are no more restrictive than solely restrict the terms contained in transfer of the Credit Facilities as in effect on property governed by the Issue Datesecurity agreements or mortgages; and (13) restrictions in any agreement that are is not materially more restrictive than customary provisions in comparable financings and the management restrictions under the terms of the Company determines that such restrictions will not materially impair Credit Agreement as in effect on the Company's ability to make payments as required under the Notesdate of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) Subject to the provisions of Section 4.08(b) below, the Main Issuer will not, directly or indirectlyand will not permit any Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Main Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (2) pay any Debt or other liabilities owed to the Issuers or any other Subsidiary; (3) make loans or advances to the Company Issuers or any of its Restricted Subsidiariesother Subsidiary; or (34) sell, lease or transfer any of its properties property or assets to the Company Main Issuer or any of its Restricted Subsidiaries. However, the preceding other Subsidiary. (b) The restrictions shall in Section 4.08(a) hereof will not apply to any encumbrances or restrictions existing under or by reason ofrestrictions: (1) Existing Indebtedness as in effect on existing pursuant to the Issue Date (including, without limitation, the Credit Facilities) Term Loan Facility and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendmentsthe encumbrances and restrictions in the amendment, modificationsmodification, restatementsrestatement, renewalsextension, increasesrenewal, supplements, refundings, replacements replacement or refinancings are no more restrictiverefinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (2) existing pursuant to this Indenture, the Notes or the Security Documents; (3) existing under or by reason of applicable law, rule, regulation or order; (4) existing under any agreements or other instruments of, or with respect to such dividend any Person, or the property or assets of any Person, at the time the Person is acquired by Wilpinjong Opco or any of its Subsidiaries; (5) of the type described in Section 4.08(a)(4) arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other payment restrictions similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, Joint Venture or similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, Wilpinjong Opco or any of its Subsidiaries; (6) with respect to Wilpinjong Opco and its Subsidiaries and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Subsidiary pending closing of such sale or disposition that is permitted by this Indenture; (7) existing pursuant to any agreement with the Wilpinjong Mine Customer in effect on the Issue Date and any amendment, modification, restatement, extension, renewal or replacement of any such agreement that is no less favorable in any material respect to the Holders than those contained in such Existing Indebtedness, as the agreement in effect on the Issue Date; (2) this Indenture8) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Notes and Holders than those contained in the Other Notesagreements governing the Debt being refinanced; (39) applicable law; (4) any instrument governing Indebtedness consisting of restrictions on cash or Capital Stock of a Person acquired other deposits or net worth imposed by the Company non-financial lessors, customers, suppliers or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred required by insurance surety bonding companies or 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 reclamation activity of the Person, so acquired; provided thatMain Issuer or a Subsidiary, in the case of Indebtednesseach case, 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 practicesbusiness; (610) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Finance Leases or operating leases or Mining Leases that impose encumbrances or restrictions discussed in Section 4.08(a)(4) on the property so acquired of the nature described in clause (3) of the preceding paragraphor covered thereby; (711) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition[reserved]; (8) Permitted Refinancing Indebtedness; provided that 12) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of such transaction; (13) existing pursuant to any agreement or instrument relating to any Debt permitted to be Incurred subsequent to the Issue Date by Section 4.09 hereof if such encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiveare, taken as a whole, no less favorable in any material respect to the Holders than those contained is customary in comparable financings (as determined in good faith by the agreements governing Main Issuer), and the Indebtedness being refinanced;Main Issuer determines in good faith that such encumbrances and restrictions will not materially affect the Issuers’ ability to make principal or interest payments on the Notes as and when they become due; and (914) Liens securing Indebtedness otherwise existing under or by reason of any Debt secured by a Lien permitted to be incurred under Incurred pursuant to Section 4.14 4.09 and Section 4.12 hereof that limit the right of the Company Wilpinjong Opco or any of its Restricted Subsidiaries to dispose of the assets subject to securing such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the NotesDebt.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries. However, the preceding Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; PROVIDED, provided HOWEVER, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing IndebtednessIndebtedness and Credit Facilities, as in effect on the Issue Date; (2) this Indenture, the Notes Indenture and the Other Notes; (3) applicable lawlaw or any applicable rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided PROVIDED, HOWEVER, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredIncurred at the time of such acquisition; (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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphparagraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided PROVIDED, HOWEVER, that the any restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are shall be no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise that is permitted to be incurred under secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.14 4.11 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (12) restrictions any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in the terms of such Indebtedness permitted to be incurred under Section 4.10; provided that or agreement and (A) such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are encumbrance or restriction is not materially more restrictive disadvantageous to the Holders than is customary provisions in comparable financings and (as determined in good faith by the Board of Directors of the Company) or (B) management of the Company determines delivers to the Trustee an Officers' Certificate evidencing its determination at the time such agreement is entered into, that such restrictions encumbrance or restriction will not materially impair the Company's ability to make payments as required under on the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (1a)(I) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (II) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or Subsidiaries or (3c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (1i) agreements governing Existing Indebtedness as in effect on the Issue Date Closing Date, (including, without limitation, ii) the New Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Agreement as in effect on the Issue Closing Date and any refinancings, amendments, restatements, renewals or replacements thereof, provided, however, that the agreements governing such refinancings, amendments, restatements, renewals or replacements contain restrictions are not more restrictive in the aggregate than those contained in the New Credit Agreement as in effect on the Closing Date; , (2iii) this Indenture, the Notes and the Other Notes; Subsidiary Guarantees, (3iv) applicable law; law or any applicable rule, regulation or order, (4v) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; , (5vi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (6vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3c) of above on the preceding paragraph; property so acquired, (7viii) any agreement customary provisions in bona fide contracts for the sale of property or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale assets, or other disposition; (8) ix) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

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 permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted SubsidiariesCompany; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding Company. (b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, the Credit Facilities) date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment than the restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Datepredecessor agreements; (2) this Indenture, the Notes and the Other NotesNote Guarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases of any contract or lease entered into in the ordinary course of business and consistent with past practicesbusiness; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraphSection 4.08(a); (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (10) any restrictions relating to any Vessel Financing that are only applicable to Financing Subsidiaries; (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (1112) Indebtedness permitted to be incurred by clause (13) of Section 4.09(b) hereof; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (1314) restrictions that are not materially more restrictive than customary provisions in comparable financings and bona fide contracts for the management sale of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notesproperty or assets.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (1) (A) pay dividends or make any other distributions on its Capital Stock to the Company 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 of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (includingdate hereof, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or refinancings are no more restrictive, taken as a wholewhole (as determined in the good faith judgment of the Company's Board of Directors), with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, Indebtedness as in effect on the Issue Datedate hereof; (2) this Indenture, the Notes and the Other NotesGuarantees; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of 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 in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; , provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, in the good faith judgment of the Company's Board of Directors, taken as a whole, to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced; (9) 8) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens; (109) provisions contracts for the sale of assets, including without limitation customary restrictions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements a Subsidiary pursuant to an agreement that has been entered into in for the ordinary course sale or disposition of business;all or substantially all of the Capital Stock or assets of such Subsidiary which limitation is only applicable to the assets that are the subject of such agreements; and (1110) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.