Common use of Limitation on Restrictions on Distribution From Restricted Subsidiaries Clause in Contracts

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company 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 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; provided that the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant; (2) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock or other agreement or instrument 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 and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (4) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (2), refundings, replacements (3) or refinancings thereof(5) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (2), (3) or (5) of this Section 4.08(b) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon the case of clause (3) of Section 4.08(a), Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions in leases, subleases or licenses and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in the agreements governing such Permitted Refinancing Indebtedness areaccordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company) or (B) other Indebtedness Incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the agreements governing the Indebtedness being refinancedgood faith judgment of Senior Management); (1014) Liens permitted to be incurred under the any agreement with a governmental entity providing for developmental financing; and (15) customary non-assignment and non-transfer provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition any contract, license or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or 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; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) The preceding provisions will not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and contractual encumbrances or restrictions pursuant to (i) the Senior Credit Facilities or and Asia ABL Facility and related documentation and (ii) Hedging Obligations and other agreements or instruments as instruments, in each case in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after-acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement referred to in this Section 4.12(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those the encumbrances and restrictions contained in the agreements governing referred to in this Section 4.12(b) on the Indebtedness being refinancedIssue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable; (105) in the case of clause (3) of Section 4.12(a), Liens permitted to be incurred Incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (116) provisions limiting purchase money obligations for property acquired in the disposition or distribution ordinary course of assets or property in joint venture agreementsbusiness and Capitalized Lease Obligations permitted under this Indenture, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of extent such agreementsencumbrance or restriction is customary for such purchase money obligation or Capitalized Lease Obligation; (127) encumbrances or contracts for the sale of assets, including customary restrictions applicable only with respect to a Restricted Subsidiary of the Company pursuant to an agreement that is not has been entered into for the sale or disposition of all or a Domestic portion of the Capital Stock or assets of such Subsidiary; (13) encumbrances or 8) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts suppliers, or leases required by insurance, surety or bonding companies; (9) any customary provisions in Permitted Joint Venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements; (10) any customary provisions (including anti-assignment, net worth and similar provisions) in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction or Factoring Transaction relating exclusively to a Receivables Entity that, in the ordinary course good faith determination of businessthe Senior Management of the Company, are necessary to effect such Qualified Receivables Transaction or Factoring Transaction; and (1413) customary any agreement or instrument governing any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued under this Indenture that contains encumbrances and other restrictions that either (x) are no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than (i) the restrictions contained in agreements this Indenture or the Senior Credit Facilities as of the types described Issue Date or, in the definition case of “Permitted Business Investmentsany Refinancing Indebtedness, in the Indebtedness being refinanced, or (ii) those encumbrances and other restrictions that are in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date, (y) are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or (z) will not otherwise materially impair the Company’s ability to make payments on the Notes when due, in each case in the good faith judgment of Senior Management of the Company.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsSubsidiary, or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Equity Interests shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit contractual encumbrances or restrictions pursuant to the Bank Facilities or the Existing Notes and related documentation and other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Stock was incurred in connection amalgamates with or into the Company or any Restricted Subsidiary (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or merged, consolidated or amalgamated with and into the Company or Restricted Subsidiary, whichever is applicable; (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no not materially more restrictiverestrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), taken as a whole, than those in effect (2) or (3) of this Section 4.12(b) on the Issue Date or the date of such Person was acquired, merged, consolidated or amalgamated with and into the acquisition; provided furtherCompany or any Restricted Subsidiary, that, whichever is applicable; (5) in the case of IndebtednessSection 4.12(a)(3), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations case that impose encumbrances or restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)) on the property so acquired; (8) 7) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions with customary restrictions on distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (whether or not consistent with past practice) or restrictions on cash or other deposits permitted under Section 4.10 or arising in connection with any Permitted Liens; (9) Permitted Refinancing Indebtednessany provisions in leases, subleases, licenses, sublicenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business (whether or not consistent with past practice); (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, approval, license, permit or similar restriction; (11) any provisions in joint venture agreements and other similar agreements relating to joint ventures entered into in the ordinary course of business (whether or not consistent with past practice); (12) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (13) other Indebtedness Incurred or Preferred Stock permitted to be Incurred pursuant to Section 4.09; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness arethat, in the reasonable good faith judgment of an officer of the Company, (x) the encumbrances and restrictions in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right Bank Facilities as of the debtor Issue Date or in this Indenture or (y) such encumbrance or restriction is no materially more disadvantageous to dispose the holders of the assets subject to such Liens; Notes than is customary in comparable financings (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into as determined in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements good faith judgment of the types described in Company) and such encumbrance or restriction will not materially impair the definition of “Permitted Business InvestmentsCompany’s ability to make principal or interest payments on the Notes when due.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsSubsidiary, or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Equity Interests shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness contractual encumbrances or restrictions pursuant to the Bank Facilities and Credit Facilities or related documentation and other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Stock was incurred in connection amalgamates with or into the Company or any Restricted Subsidiary (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or merged, consolidated or amalgamated with and into the Company or Restricted Subsidiary, whichever is applicable; (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no not materially more restrictiverestrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), taken as a whole, than those in effect (2) or (3) of this Section 4.12(b) on the Issue Date or the date of such Person was acquired, merged, consolidated or amalgamated with and into the acquisition; provided furtherCompany or any Restricted Subsidiary, that, whichever is applicable; (5) in the case of IndebtednessSection 4.12(a)(3), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations case that impose encumbrances or restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)) on the property so acquired; (8) 7) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions with customary restrictions on distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (whether or not consistent with past practice) or restrictions on cash or other deposits permitted under Section 4.10 or arising in connection with any Permitted Liens; (9) Permitted Refinancing Indebtednessany provisions in leases, subleases, licenses, sublicenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business (whether or not consistent with past practice); (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, approval, license, permit or similar restriction; (11) any provisions in joint venture agreements and other similar agreements relating to joint ventures entered into in the ordinary course of business (whether or not consistent with past practice); (12) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (13) other Indebtedness Incurred or Preferred Stock permitted to be Incurred pursuant to Section 4.09; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness arethat, in the reasonable good faith judgment of an officer of the Company, (x) the encumbrances and restrictions in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right Bank Facilities as of the debtor Issue Date or in this Indenture or (y) such encumbrance or restriction is no materially more disadvantageous to dispose the holders of the assets subject to such Liens; Notes than is customary in comparable financings (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into as determined in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements good faith judgment of the types described in Company) and such encumbrance or restriction will not materially impair the definition of “Permitted Business InvestmentsCompany’s ability to make principal or interest payments on the Notes when due.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of Parent 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes and the subordination of this covenantloans or advances made to Parent or any of its Restricted Subsidiaries to other Indebtedness Incurred by Parent or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other Obligations); (2) make any loans or advances to the Company Parent or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company Parent or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company Parent or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company Parent or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (43) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of Parent that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of Parent (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of Parent or was merged into a Restricted Subsidiary of Parent, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the acquisition; provided further, that, in lease or the case property leased thereunder and (B) security agreements or mortgages securing Indebtedness of Indebtedness, a Restricted Subsidiary of Parent to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course case of businessclause (3) of Section 4.08(a), Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.12(a)(3)4.08(a) on the property so acquired; (8) any contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the sale or other disposition of all or a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale portion of the Capital Stock or other dispositionassets of such Subsidiary; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (10) any customary provisions in joint venture, partnership and limited liability company agreements governing such Permitted Refinancing relating to joint ventures that are not Restricted Subsidiaries of Parent and other similar agreements entered into in the ordinary course of business; (11) any customary provisions in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business; (12) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness areIncurred or Preferred Stock issued by a Guarantor in accordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to Parent in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of Parent level comparable to those applicable to Parent in this Indenture) or (B) other Indebtedness permitted to be Incurred or Preferred Stock permitted to be issued, in each case, subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the agreements governing good faith judgment of the Indebtedness being refinancedmembers of Senior Management); (1014) Liens permitted to be incurred under the customary non-assignment and non-transfer provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreementsany contract, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements license (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject licenses of such agreements; (12intellectual property) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; (15) contractual encumbrances or restrictions pursuant to the Senior Credit Facility and related documentation and other agreements or instruments in effect at or entered into on the Issue Date; and (1416) customary encumbrances and restrictions contained in agreements of the types described in the definition case of “Permitted Business Investmentsclause (3) of Section 4.08(a), agreements relating to Hedging Obligations permitted under clause (7) of Section 4.09(b).”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or 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; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) The preceding provisions will not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness contractual encumbrances or restrictions pursuant to (i) the Senior Credit Facility and Credit Facilities or related documentation and (ii) Hedging Obligations and other agreements or instruments as (whether or not related to the Senior Credit Facility), in each case in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after-acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement referred to in this Section 4.12(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those the encumbrances and restrictions contained in the agreements governing referred to in this Section 4.12(b) on the Indebtedness being refinancedIssue Date, or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable; (105) in the case of clause (3) of Section 4.12(a), Liens permitted to be incurred Incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (116) provisions limiting purchase money obligations for property acquired in the disposition or distribution ordinary course of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements business and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only Capitalized Lease Obligations permitted under this Indenture to the assets that are the subject of extent such agreementsencumbrance or restriction is customary for such purchase money obligation or Capitalized Lease Obligation; (127) encumbrances or contracts for the sale of assets, including customary restrictions applicable only with respect to a Restricted Subsidiary of the Company pursuant to an agreement that is not has been entered into for the sale or disposition of all or a Domestic portion of the Capital Stock or assets of such Subsidiary; (13) encumbrances or 8) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts suppliers, or leases required by insurance, surety or bonding companies; (9) any customary provisions in joint venture agreements relating to Permitted Joint Ventures that are not Restricted Subsidiaries and other similar agreements; (10) any customary provisions (including anti-assignment, net worth and similar provisions) in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction or Factoring Transaction relating exclusively to a Receivables Entity that, in the ordinary course good faith determination of businessthe Senior Management of the Company, are necessary to effect such Qualified Receivables Transaction or Factoring Transaction; and (1413) customary (x) any agreement or instrument governing any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued under this Indenture that contains encumbrances and other restrictions that (x) are no more restrictive in any material respect taken as a whole with respect to any Restricted Subsidiary than (i) the restrictions contained in agreements this Indenture or the Senior Credit Facility as of the types described Issue Date or, in the definition case of “Permitted Business Investmentsany Refinancing Indebtedness, in the Indebtedness being refinanced, or (ii) those encumbrances and other restrictions that are in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date, (y) are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or (z) will not otherwise materially impair the Company’s ability to make payments on the Notes when due, in each case in the good faith judgment of Senior Management of the Company.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes and the subordination of this covenantloans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other Obligations); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (4) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon the case of clause (3) of Section 4.08(a), Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions in leases, subleases or licenses and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in the agreements governing such Permitted Refinancing Indebtedness areaccordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company) or (B) other Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the agreements governing the Indebtedness being refinancedgood faith judgment of Senior Management); (1014) Liens permitted to be incurred under the any agreement with a governmental entity providing for developmental financing; and (15) customary non-assignment and non-transfer provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition any contract, license or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or 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; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) The preceding provisions will not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness contractual encumbrances or restrictions pursuant to the Senior Credit Facility and Credit Facilities or related documentation and other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this Indenture, the Notes, the Note Guarantees, the New US Dollar Notes Indenture, the New US Dollar Notes and the Note Guaranteesnote guarantees thereof, the Collateral Documents, the collateral documents related to the New US Dollar Notes and the Intercreditor Agreement; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after-acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplementsreplacement or refinancing of an agreement referred to in clauses (1), increases, refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4) of this Section 4.12(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer determination of the Company, no more restrictive, taken as a whole, than those no more restrictive with respect to encumbrances and restrictions of the nature described in effect clauses, (1), (2) and (3) of Section 4.12(a) contained in the agreements referred to in clauses (1), (2) or (3) of this Section 4.12(b) on the Issue Date, the date of the acquisition; provided furthersuch Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, that, whichever is applicable; (5) in the case of Indebtednessclause (3) of Section 4.12(a), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.12(a)(3)4.12(a) on the property so acquired; (7) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers customers, suppliers, lessors or lessors landlords or required by insurance, surety or bonding companies under contracts or leases entered into in the ordinary course of business; (9) any customary provisions in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business and consistent with past practices; (10) restrictions on cash or other deposits to secure the performance of bids, trade contracts, tenders, government contracts, leases, statutory obligations, surety, stay, custom, performance and appeal bonds or other obligations of a like nature (including standby letters of credit or completion guarantees), in each case in the ordinary course of business; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Company or the relevant Restricted Subsidiary, as applicable, are necessary or appropriate to effect such Qualified Receivables Transaction; (13) any customary provisions in partnership agreements, limited liability company agreements, joint venture agreements, other similar agreements and related governance documents entered into in the ordinary course of business; (14) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of its Subsidiaries; and (1415) customary other Indebtedness Incurred or Preferred Stock issued by a Restricted Subsidiary permitted to be Incurred pursuant to the provisions of Section 4.09 that, in the good faith determination of the Company, are not more restrictive with respect to encumbrances and restrictions contained in agreements of the types nature described in clauses (1), (2) and (3) of Section 4.12(a), taken as a whole, than those applicable to the definition of “Permitted Business InvestmentsIssuer under this Indenture or the Senior Credit Facility on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary level comparable to those applicable to the Issuer).”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes Stock, and the subordination of this covenantloans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other obligation); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (4) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon the case of clause (3) of Section 4.08(a), Liens permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions (including non-assignment and non-transfer provisions) in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained arising or existing by reason of applicable law or any applicable rule, regulation, order or permit; (13) (A) other Indebtedness incurred or Preferred Stock issued by a Guarantor in the agreements governing such Permitted Refinancing Indebtedness areaccordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company in the agreements governing the Indenture) or (B) other Indebtedness being refinanced; (10) Liens incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be incurred under subsequent to the provisions Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such LiensSenior Management); (1114) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection any agreement with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreementsgovernmental entity providing for developmental financing; (1215) encumbrances or restrictions applicable only agreements relating to a Restricted Subsidiary that is not a Domestic Subsidiary;Hedging Obligations permitted under clause (7) of Section 4.09(b); and (1316) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases reciprocal easements entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes Stock, and the subordination of this covenantloans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other obligation); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (4) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon the case of clause (3) of Section 4.08(a), Liens permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions (including non-assignment and non-transfer provisions) in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained arising or existing by reason of applicable law or any applicable rule, regulation, order or permit; (13) (A) other Indebtedness incurred or Preferred Stock issued by a Guarantor in the agreements governing such Permitted Refinancing Indebtedness areaccordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company in the agreements governing the Indenture) or (B) other Indebtedness being refinanced; (10) Liens incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be incurred under subsequent to the provisions Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company's ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such LiensSenior Management); (1114) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection any agreement with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreementsgovernmental entity providing for developmental financing; (1215) encumbrances or restrictions applicable only agreements relating to a Restricted Subsidiary that is not a Domestic Subsidiary;Hedging Obligations permitted under clause (7) of Section 4.09(b); and (1316) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases reciprocal easements entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsSubsidiary, or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Equity Interests shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing contractual encumbrances or restrictions pursuant to the Bank Facility or the Existing Indebtedness Notes and Credit Facilities or related documentation and other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this Indenture, the Notes and Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreements; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Stock was incurred in connection amalgamates with or into the Company or any Restricted Subsidiary (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or merged, consolidated or amalgamated with and into the Company or Restricted Subsidiary, whichever is applicable; (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no not materially more restrictiverestrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), taken as a whole, than those in effect (2) or (3) of this Section 4.12(b) on the Issue Date or the date of such Person was acquired, merged, consolidated or amalgamated with and into the acquisition; provided furtherCompany or any Restricted Subsidiary, that, whichever is applicable; (5) in the case of IndebtednessSection 4.12(a)(3), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations case that impose encumbrances or restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)) on the property so acquired; (8) 7) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions with customary restrictions on distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (whether or not consistent with past practice) or restrictions on cash or other deposits permitted under Section 4.10 or arising in connection with any Permitted Liens; (9) Permitted Refinancing Indebtednessany provisions in leases, subleases, licenses, sublicenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business (whether or not consistent with past practice); (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, approval, license, permit or similar restriction; (11) any provisions in joint venture agreements and other similar agreements relating to joint ventures entered into in the ordinary course of business (whether or not consistent with past practice); (12) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (13) other Indebtedness Incurred or Preferred Stock permitted to be Incurred pursuant to Section 4.09; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness arethat, in the reasonable good faith judgment of an officer of the Company, (x) the encumbrances and restrictions in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing Bank Facility or the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right Existing Indenture, in each case as of the debtor Issue Date, or (y) such encumbrance or restriction is no materially more disadvantageous to dispose the Holders than is customary in comparable financings (as determined in the good faith judgment of the assets subject Company) and such encumbrance or restriction will not materially impair the Company’s ability to such Liens; (11) provisions limiting make principal or interest payments on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business InvestmentsNotes when due.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsSubsidiary, or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Equity Interests shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing contractual encumbrances or restrictions pursuant to the Bank Facility, First Lien Notes, Second Lien Notes, Second Lien Exchangeable Notes or the Existing Indebtedness Unsecured Notes and Credit Facilities or related documentation and other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this the Third Lien Exchangeable Notes Indenture, the Notes and Third Lien Exchangeable Notes, the Note Guarantees, the Security Documents, the First Lien/Second Lien/Third Lien Intercreditor Agreement, the First Lien Indenture, the First Lien Security Documents, the First Lien Notes, the First Lien Note Guarantees, the Second Lien Indenture, the Second Priority Lien Security Documents, the Second Lien Notes, the Second Lien Note Guarantees, the Second Lien Exchangeable Notes Indenture, the Second Lien Exchangeable Notes and related guarantees, the Third Lien Indenture, the Third Lien Notes and related guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Stock was incurred in connection amalgamates with or into the Company or any Restricted Subsidiary (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or merged, consolidated or amalgamated with and into the Company or Restricted Subsidiary, whichever is applicable; (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no not materially more restrictiverestrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), taken as a whole, than those in effect (2) or (3) of this Section 4.12(b) on the Issue Date or the date of such Person was acquired, merged, consolidated or amalgamated with and into the acquisition; provided furtherCompany or any Restricted Subsidiary, that, whichever is applicable; (5) in the case of IndebtednessSection 4.12(a)(3), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Third Lien Exchangeable Notes Indenture, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations case that impose encumbrances or restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)) on the property so acquired; (8) 7) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions with customary restrictions on distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (whether or not consistent with past practice) or restrictions on cash or other deposits permitted under Section 4.10 or arising in connection with any Permitted Liens; (9) Permitted Refinancing Indebtednessany provisions in leases, subleases, licenses, sublicenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business (whether or not consistent with past practice); (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, approval, license, permit or similar restriction; (11) any provisions in joint venture agreements and other similar agreements relating to joint ventures entered into in the ordinary course of business (whether or not consistent with past practice); (12) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (13) other Indebtedness Incurred or Preferred Stock permitted to be Incurred pursuant to Section 4.09; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness arethat, in the reasonable good faith judgment of an officer of the Company, (x) the encumbrances and restrictions in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in this Third Lien Exchangeable Notes Indenture or (y) such encumbrance or restriction is no materially more disadvantageous to the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right holders of the debtor to dispose Third Lien Exchangeable Notes than is customary in comparable financings (as determined in the good faith judgment of the assets subject Company) and such encumbrance or restriction will not materially impair the Company’s ability to such Liens; (11) provisions limiting make principal or interest payments on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business InvestmentsThird Lien Exchangeable Notes when due.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes Stock, and the subordination of this covenantloans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other obligation); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (43) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon the case of clause (3) of Section 4.08(a), Liens permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions (including non-assignment and non-transfer provisions) in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained arising or existing by reason of applicable law or any applicable rule, regulation, order or permit; (13) (A) other Indebtedness incurred or Preferred Stock issued by a Guarantor in the agreements governing such Permitted Refinancing Indebtedness areaccordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company in the agreements governing the Indenture) or (B) other Indebtedness being refinanced; (10) Liens incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be incurred under subsequent to the provisions Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such LiensSenior Management); (1114) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection any agreement with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreementsgovernmental entity providing for developmental financing; (1215) encumbrances or restrictions applicable only agreements relating to a Restricted Subsidiary that is not a Domestic Subsidiary;Hedging Obligations permitted under clause (7) of Section 4.09(b); and (1316) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases reciprocal easements entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of Parent 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes and the subordination of this covenantloans or advances made to Parent or any of its Restricted Subsidiaries to other Indebtedness Incurred by Parent or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other Obligations); (2) make any loans or advances to the Company Parent or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company Parent or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company Parent or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company Parent or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (43) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of Parent that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of Parent (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, ​ ​ than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of Parent or was merged into a Restricted Subsidiary of Parent, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the acquisition; provided further, that, in lease or the case property leased thereunder and (B) security agreements or mortgages securing Indebtedness of Indebtedness, a Restricted Subsidiary of Parent to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course case of businessclause (3) of Section 4.08(a), Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.12(a)(3)4.08(a) on the property so acquired; (8) any contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the sale or other disposition of all or a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale portion of the Capital Stock or other dispositionassets of such Subsidiary; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (10) any customary provisions in joint venture, partnership and limited liability company agreements governing such Permitted Refinancing relating to joint ventures that are not Restricted Subsidiaries of Parent and other similar agreements entered into in the ordinary course of business; (11) any customary provisions in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by Parent or any of its Restricted Subsidiaries in the ordinary course of business; (12) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness areIncurred or Preferred Stock issued by a Guarantor in accordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to Parent in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of Parent level comparable to those applicable to Parent in this Indenture) or (B) other Indebtedness permitted to be Incurred or Preferred Stock permitted to be issued, in each case, subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the agreements governing good faith judgment of the Indebtedness being refinancedmembers of Senior Management); (1014) Liens permitted to be incurred under the customary non-assignment and non-transfer provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreementsany contract, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements license (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject licenses of such agreements; (12intellectual property) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; (15) contractual encumbrances or restrictions pursuant to the Senior Credit Facility and related documentation and other agreements or instruments in effect at or entered into on the Issue Date; and (1416) customary encumbrances and restrictions contained in agreements of the types described in the definition case of “Permitted Business Investmentsclause (3) of Section 4.08(a), agreements relating to Hedging Obligations permitted under clause (7) of Section 4.09(b).”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company Parent will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company 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; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company Parent or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company Parent or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company Parent or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company Parent or any Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) above). (b) Section 4.12(a) The preceding provisions will not apply to encumbrances or restrictions existing under or by reason ofprohibit: (1) agreements governing Existing Indebtedness any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including, without limitation, this Indenture, the Notes, the Note Guarantees, and the Senior Secured Credit Facilities or other agreements or instruments as Agreement (and related documentation) in effect on such date; (2) any encumbrance or restriction with respect to a Restricted Subsidiary (or its assets) pursuant to an agreement relating to any Capital Stock, other assets or Indebtedness Incurred by a Restricted Subsidiary on or before the Issue Date date on which such Restricted Subsidiary was acquired by the Parent or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent or a Restricted Subsidiary or in contemplation of the transaction) and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreementsoutstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Parent or any other Restricted Subsidiary other than the assets and property so acquired; (3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (2) of this Section 4.08(b)or this clause (3) or contained in any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clause (1) or (2) of this Section 4.08(b) or this clause (3); provided, however, that the encumbrances or and restrictions with respect to such Restricted Subsidiary contained in the amendmentsany such agreement, restatementsamendment, modificationsrestatement, renewalsmodification, supplementsrenewal, refundingssupplement, replacements refunding, replacement or refinancings refinancing are not in the good faith judgment of an officer of the Company materially more restrictiveless favorable, taken as a whole, with respect as determined in good faith by the Parent, to such dividend the Holders of the Notes than the encumbrances and other payment restrictions than those contained in those such agreements on the Issue Date; referred to in clause (1) or (2) this Indenture, the Notes and the Note Guarantees; (3of Section 4.08(b) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have the date such Restricted Subsidiary became a material adverse effect on the ability of the Company to make required payments on the notesRestricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable; (4) applicable lawany encumbrance or restriction; (i) that restricts in a customary manner the subletting, ruleassignment or transfer of any property or asset that is subject to a lease, regulation sublease, license or ordersimilar contract, or the assignment or transfer of any such lease, sublease, license or other contract; (ii) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Parent or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent or any Restricted Subsidiary; (5) any instrument governing Indebtedness or Capital Stock or other agreement or instrument 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 pursuant to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7a) purchase money obligations for property acquired in the ordinary course of business and Finance (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property purchased so acquired; (6) any Purchase Money Note or leased other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, as determined in good faith by the Parent, are necessary to effect such Qualified Receivables Transaction; (7) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of the nature described in Section 4.12(a)(3)Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained customary provisions in the agreements governing such Permitted Refinancing Indebtedness arepartnership agreements, in the reasonable good faith judgment of an officer of the Companylimited liability company governance documents, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreementsagreements and other similar agreements (including, without limitation, those with respect to the Renewable Diesel Joint Venture), asset sale agreements, saleleaseback sale leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (9) restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law, any applicable rule, regulation or order or any regulatory authority (including a taxing authority); (11) encumbrances or restrictions contained in indentures or debt instruments or other agreements governing Indebtedness Incurred or Preferred Stock issued by the Parent or any Restricted Subsidiary subsequent to the Issue Date and permitted pursuant to Section 4.09; provided that such encumbrances and restrictions with respect to such Restricted Subsidiary contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Parent); (12) customary provisions in leases, subleases, licenses and other agreements and instruments entered into in the ordinary course of business; (13) any encumbrance or restriction pursuant to Hedging Obligations; and (14) customary any encumbrances or restrictions imposed by any amendments, modifications, restatements , amendments and restrictions contained in agreements restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or refinancings of the types described contracts, instruments or obligations referred to in clauses (4) through (13) above or this clause (14); provided that, without duplication of any provisions in clauses (4) through (13) above or this clause (14), such amendments, modifications, restatements, amendments and restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or refinancings are, in the definition good faith judgment of “Permitted Business Investmentsthe Parent, not materially more restrictive with respect to such encumbrance and other restriction, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company LGEC will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company LGEC 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; provided profits (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on any other Capital Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;Stock); or (2ii) make any loans or advances to the Company LGEC or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company LGEC or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company LGEC or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The foregoing Section 4.12(a7.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities contractual encumbrances or other agreements or instruments as restrictions pursuant to an agreement in effect on the Issue Date Restatement Date, including without limitation, the Senior Notes and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained Existing Convertible Notes (and related documentation) in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to effect on such dividend and other payment restrictions than those contained in those agreements on the Issue Datedate; (2ii) this Indenture, the Notes Credit Agreement and the Note GuaranteesCollateral Documents; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5iii) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company LGEC or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after acquired property); (iv) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement or arrangement referred to in Section 7.4(a)(ii); provided, however, that the any encumbrances and or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements replacements, or refinancings are, in the reasonable good faith judgment of an officer of the CompanyLGEC, no more restrictiveless favorable in any material respect, taken as a whole, to the Lenders than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase encumbrances and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness areor arrangement so amended, in the reasonable good faith judgment of an officer of the Companyrestated, not materially more restrictivemodified, taken as a wholerenewed, than those contained in the agreements governing the Indebtedness being supplemented, refunded, replaced or refinanced; (10v) Liens purchase money obligations and CapitalizedFinance Lease Obligations permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liensthis Credit Agreement; (11vi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or customary restrictions on cash or other deposits or net worth imposed by customers or lessors by co-production partners, Joint Venture partners or similar parties under contracts contracts; (vii) any customary provisions in Joint Venture agreements and other similar agreements; (viii) any customary provisions in leases, subleases or leases licenses and other agreements entered into in the ordinary course of business; andby LGEC or any Restricted Subsidiary; (14ix) customary encumbrances or restrictions arising or existing by reason of Applicable Law or any applicable rule, regulation or order; (x) any restriction with respect to LGEC or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of LGEC or such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition; (xi) imposed by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred in accordance with Section 7.1, 7.2 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness or in which such Investments are made, or its Subsidiaries; (xii) other Indebtedness, Disqualified Stock or Preferred Stock of LGEC or any Restricted Subsidiary so long as such encumbrances and restrictions contained in agreements any agreement or instrument will not materially affect Borrower’s or any Guarantor’s ability to make anticipated principal or interest payments on the Loans (in each case, as determined in good faith by Borrower), provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred pursuant to Section 7.1; and (xiii) any restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Slate Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions; and (xiv) any encumbrance or restriction of the types described a Receivables Subsidiary effected in the definition of “Permitted Business Investmentsconnection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes and the subordination of this covenantloans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other Obligations); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness this Indenture, the Notes, the Note Guarantees, the Collateral Documents and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue DateIntercreditor Agreement; (2) any agreement or instrument existing on the Issue Date (except for this Indenture, the Notes and Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement); (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, thatwhichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder, (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages and (C) in the case of Indebtednessclause (3) of Section 4.08(a), such Indebtedness was permitted by the terms of this Indenture to be incurredencumbrances or restrictions under Farm-Out Agreements; (6) customary non-assignment provisions in Hydrocarbon the case of clause (3) of Section 4.08(a), Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in the agreements governing such Permitted Refinancing Indebtedness areaccordance with Section 4.09 that, in the reasonable good faith judgment of an officer of the CompanySenior Management, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company in the agreements governing Indenture) or (B) other Indebtedness permitted to be Incurred or Preferred Stock permitted to be issued, in each case, subsequent to the Indebtedness being refinancedIssue Date pursuant to Section 4.09; provided that with respect to clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management); (1014) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liensany agreement with a governmental entity providing for developmental financing; (1115) customary non-assignment and non-transfer provisions limiting the disposition or distribution of assets or property in joint venture agreementsany contract, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements license (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject licenses of such agreements; (12intellectual property) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; (16) contractual encumbrances or restrictions pursuant to the Senior Credit Facility and related documentation and other agreements or instruments in effect at or entered into on the Issue Date; (17) customary encumbrances or restrictions pursuant to any royalty or metals streaming agreement, off-take agreements or similar transaction that are customary in the mining business; (18) restrictions and conditions imposed under any Project Finance Debt if such restrictions or conditions apply only to the property or assets securing such Indebtedness; and (1419) customary encumbrances and restrictions contained in agreements of the types described in the definition case of “Permitted Business Investmentsclause (3) of Section 4.08(a), agreements relating to Hedging Obligations permitted under clause (7) of Section 4.09(b).”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (43) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (2), refundings, replacements (3) or refinancings thereof(5) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (2), (3) or (5) of this Section 4.08(b) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the asset securing such Indebtedness; (7) purchase money obligations for property acquired and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations, in each case, not prohibited under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions in leases, subleases or licenses and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in accordance with Section 4.09 that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the agreements governing Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company), (B) other Indebtedness being refinancedIncurred or Preferred Stock issued, in each case permitted to be Incurred or issued subsequent to the Issue Date pursuant to Section 4.09, (C) any Deferred Revenue Financing Arrangement entered into subsequent to the Issue Date or (D) any joint venture, shareholder, partnership or other similar agreement entered into subsequent to the Issue Date by an Excluded Subsidiary; provided that with respect to clauses (A), (B), (C) and (D), at the time of such Incurrence or issuance or entering into, the Company in good faith believes that such encumbrances or restrictions shall not materially adversely affect the Company's ability to make principal and interest payments on the Notes; (1014) Liens permitted to be incurred under the any agreement with a governmental entity providing for developmental financing; and (15) customary non-assignment and non-transfer provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition any contract, license or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company LGEC will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company LGEC 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; provided profits (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on any other Capital Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;Stock); or (2ii) make any loans or advances to the Company LGEC or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company LGEC or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company LGEC or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The foregoing Section 4.12(a7.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities contractual encumbrances or other agreements or instruments as restrictions pursuant to an agreement in effect on the Issue Date Restatement Date, including without limitation, the Senior Notes (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Daterelated documentation); (2ii) this Indenture, the Notes Credit Agreement and the Note GuaranteesCollateral Documents; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5iii) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company LGEC or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after acquired property); (iv) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement or arrangement referred to in Section 7.4(a)(ii); provided, however, that the any encumbrances and or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements replacements, or refinancings are, in the reasonable good faith judgment of an officer of the CompanyLGEC, no more restrictiveless favorable in any material respect, taken as a whole, to the Lenders than those in effect on the date of the acquisition; provided further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase encumbrances and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness areor arrangement so amended, in the reasonable good faith judgment of an officer of the Companyrestated, not materially more restrictivemodified, taken as a wholerenewed, than those contained in the agreements governing the Indebtedness being supplemented, refunded, replaced or refinanced; (10v) Liens purchase money obligations and Finance Lease Obligations permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liensthis Credit Agreement; (11vi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or customary restrictions on cash or other deposits or net worth imposed by customers or lessors by co-production partners, Joint Venture partners or similar parties under contracts contracts; (vii) any customary provisions in Joint Venture agreements and other similar agreements; (viii) any customary provisions in leases, subleases or leases licenses and other agreements entered into in the ordinary course of business; andby LGEC or any Restricted Subsidiary; (14ix) customary encumbrances or restrictions arising or existing by reason of Applicable Law or any applicable rule, regulation or order; (x) any restriction with respect to LGEC or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of LGEC or such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition; (xi) imposed by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred in accordance with Section 7.1, 7.2 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness or in which such Investments are made, or its Subsidiaries; (xii) other Indebtedness, Disqualified Stock or Preferred Stock of LGEC or any Restricted Subsidiary so long as such encumbrances and restrictions contained in agreements any agreement or instrument will not materially affect Borrower’s or any Guarantor’s ability to make anticipated principal or interest payments on the Loans (in each case, as determined in good faith by Borrower), provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred pursuant to Section 7.1; (xiii) any restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Slate Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions; and (xiv) any encumbrance or restriction of the types described a Receivables Subsidiary effected in the definition of “Permitted Business Investmentsconnection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company LGEC will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company LGEC 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; provided profits (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on any other Capital Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;Stock); or (2) make any loans or advances to the Company LGEC or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company LGEC or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company LGEC or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.12(a4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities contractual encumbrances or other agreements or instruments as restrictions pursuant to an agreement in effect on the Issue Date Date, including without limitation, the Senior Credit Facility (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend guarantee and security and other payment restrictions than those contained documents relating thereto) and the Existing Convertible Notes (and related documentation) in those agreements effect on the Issue Datesuch date; (2) this Indenture, the Notes and the Note Notes Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company LGEC or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement or arrangement referred to in this Section 4.08; provided, however, that the any encumbrances and or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanyLGEC, no more restrictiveless favorable in any material respect, taken as a whole, than those in effect on to the date Holders of the acquisition; provided further, that, Notes than the encumbrances and restrictions contained in the case of Indebtednessagreements or arrangement so amended, such Indebtedness was restated, modified, renewed, supplemented, refunded, replaced or refinanced; (5) purchase money obligations and Capitalized Lease Obligations permitted by the terms of under this Indenture to be incurredIndenture; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors by co-production partners, Joint Venture partners or similar parties under contracts contracts; (7) any customary provisions in Joint Venture agreements and other similar agreements; (8) any customary provisions in leases, subleases or leases licenses and other agreements entered into in the ordinary course of business; andby LGEC or any Restricted Subsidiary; (149) customary encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (10) any restriction with respect to LGEC or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of LGEC or such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition; (11) imposed by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred pursuant to Section 4.07, Section 4.09 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness or in which such Investments are made, or its Subsidiaries; (12) other Indebtedness, Disqualified Stock or Preferred Stock of LGEC or any Restricted Subsidiary so long as such encumbrances and restrictions contained in agreements of any agreement or instrument will not materially affect the types described Issuer’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (in each case, as determined in good faith by the definition of “Issuer); provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred pursuant to Section 4.09; and (13) any restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Business InvestmentsSlate Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profitsSubsidiary, or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Equity Interests shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) of this Section 4.12(a)). (b) Section 4.12(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing contractual encumbrances or restrictions pursuant to the Bank Facility or the Existing Indebtedness Unsecured Notes and Credit Facilities or related documentation and other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements at or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) this First Lien Indenture, the First Lien Notes, the Note Guarantees, the Security Documents, the First Lien/Second Lien/Third Lien Intercreditor Agreement, the Second Lien Indenture, the Second Lien Notes, the Second Lien Exchangeable Notes, the Second Lien Note Guarantees, the Third Lien Indenture, the Third Lien Notes, the Third Lien Exchangeable Notes and the Third Lien Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Stock was incurred in connection amalgamates with or into the Company or any Restricted Subsidiary (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or merged, consolidated or amalgamated with and into the Company or Restricted Subsidiary, whichever is applicable; (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement referred to in clauses (1), refundings, replacements (2) or refinancings thereof(3) of this Section 4.12(b) or this clause (4); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no not materially more restrictiverestrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), taken as a whole, than those in effect (2) or (3) of this Section 4.12(b) on the Issue Date or the date of such Person was acquired, merged, consolidated or amalgamated with and into the acquisition; provided furtherCompany or any Restricted Subsidiary, that, whichever is applicable; (5) in the case of IndebtednessSection 4.12(a)(3), such Indebtedness was Liens permitted by the terms of this Indenture to be incurredIncurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (6) customary non-assignment provisions in Hydrocarbon purchase money obligations and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this First Lien Indenture, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations case that impose encumbrances or restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)) on the property so acquired; (8) 7) any agreement for the sale or other disposition of all or a portion of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions with customary restrictions on distributions, transfers, loans or advances by that Restricted Subsidiary pending its sale or other disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (whether or not consistent with past practice) or restrictions on cash or other deposits permitted under Section 4.10 or arising in connection with any Permitted Liens; (9) Permitted Refinancing Indebtednessany provisions in leases, subleases, licenses, sublicenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business (whether or not consistent with past practice); (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, approval, license, permit or similar restriction; (11) any provisions in joint venture agreements and other similar agreements relating to joint ventures entered into in the ordinary course of business (whether or not consistent with past practice); (12) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (13) other Indebtedness Incurred or Preferred Stock permitted to be Incurred pursuant to Section 4.09; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness arethat, in the reasonable good faith judgment of an officer of the Company, (x) the encumbrances and restrictions in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in this First Lien Indenture or (y) such encumbrance or restriction is no materially more disadvantageous to the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right holders of the debtor to dispose First Lien Notes than is customary in comparable financings (as determined in the good faith judgment of the assets subject Company) and such encumbrance or restriction will not materially impair the Company’s ability to such Liens; (11) provisions limiting make principal or interest payments on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business InvestmentsFirst Lien Notes when due.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual 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; provided Subsidiaries (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.12(a) will The preceding provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (32) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements agreement or refinancings of those agreements; provided that instrument existing on the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either Issue Date (a) not materially more restrictive, taken as a whole, than those contained in except for this Indenture, the Notes and or the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notesGuarantees); (4) applicable law, rule, regulation or order; (5A) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (A) and (B) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property); (4) any amendmentsamendment, restatementsrestatement, modificationsmodification, renewalsrenewal, extensionssupplement, supplementsrefunding, increasesreplacement or refinancing of an agreement or instrument referred to in clauses (2), refundings, replacements (3) or refinancings thereof(5) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanySenior Management, no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (2), (3) or (5) of this Section 4.08(b) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary of the acquisition; provided furtherCompany or was merged into a Restricted Subsidiary of the Company, that, whichever is applicable; (5) (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the case extent such provisions restrict the transfer of Indebtedness, the lease or the property leased thereunder and (B) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such Indebtedness was permitted by encumbrance or restriction restricts the terms transfer of this Indenture the property subject to be incurredsuch security agreements or mortgages; (6) customary non-assignment provisions in Hydrocarbon Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the asset securing such Indebtedness; (7) purchase money obligations for property acquired and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations, in each case, not prohibited under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (9) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (710) purchase money obligations for property acquired any customary provisions in joint venture, partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) 11) any agreement for customary provisions in leases, subleases or licenses and other agreements entered into by the sale Company or other disposition any of a its Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionSubsidiaries in the ordinary course of business; (912) Permitted Refinancing Indebtedness; provided encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in accordance with Section 4.09 that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, are not materially more restrictive, taken as a whole, than those contained applicable to the Company in this Indenture on the agreements governing Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company), (B) other Indebtedness being refinancedIncurred or Preferred Stock issued, in each case permitted to be Incurred or issued subsequent to the Issue Date pursuant to Section 4.09, (C) any Deferred Revenue Financing Arrangement entered into subsequent to the Issue Date or (D) any joint venture, shareholder, partnership or other similar agreement entered into subsequent to the Issue Date by an Excluded Subsidiary; provided that with respect to clauses (A), (B), (C) and (D), at the time of such Incurrence or issuance or entering into, the Company in good faith believes that such encumbrances or restrictions shall not materially adversely affect the Company's ability to make principal and interest payments on the Notes; (1014) Liens permitted to be incurred under the any agreement with a governmental entity providing for developmental financing; and (15) customary non-assignment and non-transfer provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition any contract, license or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases lease entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company 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 or other obligations owed to the Company Issuer or any of its Restricted Subsidiaries; provided Subsidiary (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on Common Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenantStock); (2) make any loans or advances to the Company Issuer or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company Issuer or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company Issuer or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties property or assets to the Company Issuer or any Restricted Subsidiary (it being understood that such transfers shall not include any type of its Restricted Subsidiariestransfer described in clause (1) or (2) above). (b) Section 4.12(a4.08(a) will shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (1a) agreements governing Existing Indebtedness and Credit Facilities or other agreements or instruments as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the contractual encumbrances or restrictions contained in pursuant to the amendmentsCredit Agreement, restatementsthe Senior Notes Indenture, modificationsthe Senior Notes Guarantees, renewalsthe Senior Notes Collateral Documents, supplementsthe Collateral Documents, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend Intercreditor Agreement and related documentation and other payment restrictions than those contained agreements in those agreements effect at or entered into on the Issue Date; (2b) this Indenture, the Notes and the Note GuaranteesGuarantees and any related documentation in effect or entered into in connection therewith; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5c) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after acquired property); (d) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplementsreplacement or refinancing of an agreement referred to in clauses (a), increases(b), refundings(c), replacements (f) or refinancings thereofthis clause (d) of this Section 4.08(b); provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the Company, no more restrictiveIssuer, taken as a whole, no more restrictive than those the encumbrances and restrictions contained in effect the agreements referred to in clauses (a), (b), (c) or (f) of this Section 4.08(b) on the Issue Date or the date of the acquisition; provided furthersuch Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, that, whichever is applicable; (e) in the case of IndebtednessSection 4.08(a)(3), Liens permitted to be Incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness was permitted by and customary restrictions and conditions contained in the terms of this Indenture documents relating to be incurredany such Lien; (6f) customary non-assignment provisions in Hydrocarbon purchase money obligations, Sale/Leaseback Transactions and sale or exchange agreements or similar operational agreements or in licenses, easements or leasesCapitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired; (g) contracts for the sale of assets, including any restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale of all or a portion of the Capital Stock or assets of such Subsidiary; (h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7i) purchase money obligations for property acquired any customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3)business; (8) j) any agreement for customary provisions in leases, subleases or licenses and other agreements entered into by the sale Issuer or other disposition of a any Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other dispositionin the ordinary course of business; (9k) Permitted Refinancing Indebtednessapplicable law or any applicable rule, regulation or order; provided and (l) (x) other Indebtedness Incurred or Preferred Stock issued by the Issuer or a Subsidiary Guarantor in accordance with Section 4.09 that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer the Board of Directors of the CompanyIssuer, not materially more restrictive, taken as a whole, than those contained applicable to the Issuer in this Indenture or the agreements governing Credit Agreement on the Issue Date (which results in encumbrances or restrictions comparable to those applicable to the Issuer at a Restricted Subsidiary level), or (y) other Indebtedness being refinanced; (10) Liens Incurred or Preferred Stock issued by a Non-Guarantor Subsidiary, in each case permitted to be incurred under Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 4.09; provided that limit the right of the debtor with respect to dispose of the assets subject to such Liens; clause (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investmenty), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only will not materially affect the Issuer’s ability to a Restricted Subsidiary that is not a Domestic Subsidiary; make anticipated principal and Cash Interest payments, if any, on the Notes (13) encumbrances or restrictions on cash or other deposits or net worth imposed as determined in good faith by customers or lessors under contracts or leases entered into in the ordinary course Board of business; and (14) customary encumbrances and restrictions contained in agreements Directors of the types described in the definition of “Permitted Business InvestmentsIssuer).”

Limitation on Restrictions on Distribution From Restricted Subsidiaries. (a) The Company Parent will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company 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 owed to the Company or any of its Restricted Subsidiaries; provided profits (it being understood that the priority that of any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends, distributions dividends or liquidating distributions before dividends, distributions prior to dividends or liquidating distributions are being paid in respect of common stock of such Restricted Subsidiary on any other Capital Stock shall not constitute be deemed a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;Stock); or (2) make any loans or advances to the Company Parent or any of its Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Company Parent or any of its Restricted Subsidiaries Subsidiary to other Indebtedness incurred Incurred by the Company Parent or any of its Restricted Subsidiaries Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.12(a4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities contractual encumbrances or other agreements or instruments as restrictions pursuant to an agreement in effect on the Issue Date Date, including without limitation, the Senior Credit Facility and the LGCH Notes (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend guarantee and security and other payment restrictions than those contained in those agreements on the Issue Datedocuments relating thereto); (2) this Indenture, the Notes and the Note Notes Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the Issue Date or (b) not reasonably likely to have a material adverse effect on the ability of the Company to make required payments on the notes; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock agreement or other agreement or instrument of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquiredacquired (including after acquired property); (4) any amendment, and any amendmentsrestatement, restatementsmodification, modificationsrenewal, renewalssupplement, extensionsrefunding, supplements, increases, refundings, replacements replacement or refinancings thereofrefinancing of an agreement or arrangement referred to in this Section 4.08; provided, however, that the any encumbrances and or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of an officer of the CompanyParent, no more restrictiveless favorable in any material respect, taken as a whole, than those in effect on to the date Holders of the acquisition; provided further, that, Notes than the encumbrances and restrictions contained in the case of Indebtednessagreements or arrangement so amended, such Indebtedness was restated, modified, renewed, supplemented, refunded, replaced or refinanced; (5) purchase money obligations and Finance Lease Obligations permitted by the terms of under this Indenture to be incurredIndenture; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors by co-production partners, Joint Venture partners or similar parties under contracts contracts; (7) any customary provisions in Joint Venture agreements and other similar agreements; (8) any customary provisions in leases, subleases or leases licenses and other agreements entered into in the ordinary course of business; andby Parent or any Restricted Subsidiary; (149) customary encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (10) any restriction with respect to Parent or a Restricted Subsidiary or any asset or line of business thereof imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of Parent or such Restricted Subsidiary or any asset or line of business thereof pending the closing of such sale or disposition; (11) imposed by any agreement relating to Indebtedness or Investments, as applicable, permitted to be Incurred pursuant to Section 4.07, Section 4.09 or the definition of “Permitted Investment,” in each case, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or Investments and/or only to the Restricted Subsidiary incurring such Indebtedness or in which such Investments are made, or its Subsidiaries; (12) other Indebtedness, Disqualified Stock or Preferred Stock of Parent or any Restricted Subsidiary so long as such encumbrances and restrictions contained in agreements any agreement or instrument will not materially affect the Issuer’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (in each case, as determined in good faith by the Issuer); provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred pursuant to Section 4.09; (13) any restrictions or encumbrances imposed on Special Purpose Producers or ProdCos, or otherwise in connection with any Permitted Slate Financing or Permitted Slate Transaction, in each case which are customary for slate or production financing or similar transactions; (14) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; and (15) any encumbrance or restriction imposed in connection with the types described in the definition of “Permitted Business InvestmentsSeparation Transaction.”