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

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall ACEP will not, and shall 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 ACEP or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company ACEP or any of its Restricted Subsidiaries; (2) make loans or advances to the Company ACEP or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company ACEP or any of its Restricted Subsidiaries. (b) The . However, the restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Acquisition Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, provided however, that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryAcquisition Date; (2) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes, the Note Guarantees, the 2014 Notes Indenture, the 2014 Notes Credit Facilities and the 2014 Note GuaranteesCollateral Documents; (3) applicable law, rule, regulation rule or orderorder of an applicable governmental body; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by ACEP or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3); (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12; and (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) 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 owed to the Company Issuer or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) The preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness, including the Greenfire Indenture, the Greenfire Notes and the Greenfire Note Guarantees, and any related collateral documents, in each case as in effect on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3iii) applicable lawagreements governing other Indebtedness permitted to be incurred under Section 4.14 and any amendments, rulerestatements, regulation modifications, renewals, supplements, refundings, replacements or orderrefinancings of those agreements; provided that the restrictions will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes; (4iv) [Reserved]applicable Law; (5v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9vi) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (10vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.16(a)(iii); (11viii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes; (x) Liens permitted to be incurred under Section 4.15 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Regency Energy Partners shall not, and shall 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 Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contractscontracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminating agreements, or similar operational agreements or in licenses or leases, permits and in each case licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 4.08(a6.05(a) hereof above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) this Agreement and other agreements as in effect governing Existing Indebtedness on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryClosing Date; (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ GuaranteesSenior Notes Documents, the 2014 Additional Senior Notes Indenture, Documents and any documents relating to the 2014 Notes and the 2014 Note GuaranteesSenior Secured Notes; (3iii) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of businesslicenses; (10v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii); (11vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to and, in the case of clause (d) the Borrower or any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries, Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2b) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or (3c) sell, lease, transfer or assign any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.; (bd) The restrictions create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements as contractual encumbrances or restrictions of the Borrower or any of its Restricted Subsidiaries in effect on the Issue Closing Date, including pursuant to the Senior Notes Indenture and the other documents relating to the Senior Notes Indenture and Permitted Refinancings thereof; (ii) this Agreement or any other Loan Documents, indentures, instruments or agreement governing any Additional Permitted Obligations, indentures, instruments or agreement governing any Permitted Debt Exchange Notes, indentures, instruments or agreements governing any Permitted Refinancing Obligations and indentures, instruments or agreement governing any 147 Syniverse Credit Agreement Refinancings Indebtedness of each of the foregoing; (iii) applicable law or any applicable rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; (iv) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary; (vi) restrictions on cash or other deposits, or net worth or inventory imposed by customers or suppliers under contracts entered into in the ordinary course of business; (vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property so acquired; (ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property subject to such lease, license contract or other similar agreement; (x) 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; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans or comply with the provisions of Section 6.12 (as determined by the Borrower in good faith); 148 Syniverse Credit Agreement (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, in each case, as determined by the Borrower in good faith; (xiv) customary provisions in joint venture agreements and other similar agreements relating solely to the applicable joint venture; (xv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Borrower in good faith; (xvi) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred pursuant to Section 7.03; (xvii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business and not in circumvention of this provision; (xviii) customary net worth provisions contained in real property leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and its Restricted Subsidiaries to meet their ongoing obligations; (xix) any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; (xx) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (xxi) obligations under any Swap Contract entered into for bona fide hedging purposes; (xxii) Cash Management Agreements; and (xxiii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xxii) above; provided that any such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, 149 Syniverse Credit Agreement replacement or refinancing is, in the good faith judgment of the Borrower, not more restrictive as a whole with respect to the applicable encumbrance or restriction than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancings are refinancing. For purposes of determining compliance with this Section 7.07, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not materially more restrictive, taken as be deemed a whole, with respect to such dividend and other payment restrictions than those contained in those agreements restriction on the Issue Date as reasonably determined by the Company or such Restricted Subsidiary; ability to make distributions on Equity Interests and (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, subordination of loans or advances made to the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation Borrower or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions of the Borrower to other Indebtedness Incurred by that the Borrower or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition;advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its other Restricted SubsidiariesSubsidiary. (b) The restrictions set forth in Section 4.08(aparagraph (a) hereof above shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date October 8, 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryOctober 8, 2003; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes this Indenture and the 2014 Note GuaranteesNotes; (3) applicable law, law or any applicable rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person as in effect at the time such Person becomes a Restricted Subsidiary of the Company (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any other Restricted Subsidiary of the Company, or the properties or assets of the Company or any other Restricted Subsidiary of the Company, other than the Person, or the property or assets of such Person; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time such Person becomes a Restricted Subsidiary; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereofabove; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness that is permitted to be secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (B) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (C) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); and (13) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Targa Resources Partners shall not, and shall 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 Equity Interests to the Company Targa Resources Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Targa Resources Partners or any of its Restricted Subsidiaries; provided, however, that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or with liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to any other interest make dividends or participation in, distributions on Equity Interests for purposes of this covenant so long as the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or measured by, make distributions on its profits, or pay any indebtedness owed to the Company or any of its Restricted SubsidiariesEquity Interests; (2) make loans or advances to the Company Targa Resources Partners or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to Targa Resources Partners or any Restricted Subsidiary to other Indebtedness incurred by Targa Resources Partners or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its properties or assets to the Company Targa Resources Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in contractstransportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses, leases, permits and licenses rights-of-way, easements or servitudes, in each case entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) restrictions pursuant to any Permitted Receivables Financing; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (12) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; (15) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred, if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) Targa Resources Partners determines that any such encumbrance or restriction will not materially affect Targa Resources Partners’ ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the General Partner, whose determination shall be conclusive; and (16) any other agreement governing Indebtedness of Targa Resources Partners or any Restricted Subsidiary that is permitted to be incurred by the covenant in Section 4.09 hereof; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or the Credit Agreement as it exists on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuers shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company an Issuer or any of its Restricted SubsidiariesSubsidiary; (2b) make loans or advances to the Company an Issuer or any of its Restricted SubsidiariesSubsidiary; or (3c) sell, lease or transfer any of its properties or assets to the Company an Issuer or any of its Restricted Subsidiaries. (b) The restrictions Subsidiary; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as (A) contractual encumbrances or restrictions in effect on the Issue Date and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, the Notes Documents and, in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts; (12) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of an Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Issuers, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Issue Date as reasonably determined by the Company or such Restricted Subsidiary; ability to make distributions on Capital Stock and (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation subordination of loans or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant advances made to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness an Issuer or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions to other Indebtedness Incurred by that an Issuer or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition;advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall ▇▇▇▇▇ Energy Partners will not, and shall 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 that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company ▇▇▇▇▇ Energy Partners 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 ▇▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock; (2) make loans or advances to the Company ▇▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company ▇▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the restrictions therein are either (a) not materially more restrictive, taken as a whole, than those contained in the Credit Agreement or this Indenture or (b) not reasonably likely, in the good faith judgment of an officer of the General Partner, to have a material adverse effect on the ability of the Issuers to make required payments on the Notes; (4) applicable law, rule, regulation or order; (4) [Reserved]; (5) any instrument governing Indebtedness incurred or Equity Interest of a Person acquired by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting Energy Partners or any of Permitted PEDFA Bond its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Indebtedness evidenced by Equity Interest was incurred in connection with or in support contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to clause (5) of Section 4.09(b) hereofbe incurred; (7) [Reserved]; (8) [Reserved]; (96) customary non-assignment provisions in contracts, transportation agreements or purchase and sale or exchange agreements, pipeline and terminals agreements, or similar operational agreements or in licenses or leases, permits and licenses in each case entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the its sale or other disposition; (9) Indebtedness incurred to repay, replace or refinance other Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (12) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or (3iii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1A) agreements as in effect on this Agreement; (B) the Issue Date Term Loan Agreements, the Indentures and the Notes and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe Term Loan Agreements, provided the Indentures and the Notes; provided, that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the Term Loan Agreements, the Indentures and the Notes on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryClosing Date; (2C) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guaranteesany applicable Legal Requirements; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9D) customary non-assignment provisions in contracts, agreements, leases, permits and or licenses entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (10E) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause clauses (3i) and (iii) of Section 4.08(a) hereofthe preceding paragraph; (11F) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (G) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (H) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 5.6 (Incurrence of Indebtedness and Issuance of Preferred Equity) hereof that limit the right of the debtor to dispose of the assets subject to such Liens or to use the proceeds of any such disposition; (I) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Borrower's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (J) provisions restricting cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and (K) provisions restricting or encumbering the sale or other disposition of Expansion Assets or the payment of dividends, distributions or similar payments made from cash flow derived exclusively from Expansion Assets, in each case pursuant to the terms of any Expansion Debt incurred pursuant to clause (iv) of the definition of Permitted Debt; provided, that such encumbrance or restriction will not materially adversely affect the Borrower's ability to meet its obligations under this Agreement, and, in the written opinion of the president, chief operating officer or chief financial officer of the Borrower, is required in order to obtain such Expansion Debt and is customary for financings of such type.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 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 Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date and Credit Facilities permitted to be entered into under this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided provided, that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes Notes, the Note Guarantees and the 2014 Note GuaranteesSecurity Documents; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3); (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, defeased or discharged (as determined in good faith by the Board of Directors of the Issuer); (9) Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under the indenture securing Indebtedness of the Issuer 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; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture; or (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; and (13) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment;” provided that the Issuer shall, and shall cause each Restricted Subsidiary to, make all commercially reasonable efforts to prevent any asset or property, including but not limited to Permitted Business Investments, from being subject to any encumbrances or restrictions.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Holdings will not, and shall 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 Holdings or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Holdings or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a3.4(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements described in this clause (y); provided that such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 date of this Indenture except to the extent that market conditions require more restrictive encumbrances and restrictions as reasonably determined by the Company or such Restricted SubsidiaryCompany; (2) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes, the Note Guarantees, the 2014 Notes Indenture, the 2014 Notes Collateral Documents and the 2014 Note GuaranteesIntercreditor Agreement; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment and similar provisions in contracts, agreements, leases, permits and leases or licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a3.4(a)(3) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those such agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note any Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofof this Indenture; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenture; provided that such restrictions apply only to such Foreign Subsidiary; (14) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they do not materially adversely affect the Company’s ability to fulfill its Obligations under the Notes; and (15) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (including for purposes of this clause (3) distributions of property as dividends on capital stock). (b) The However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, any Credit Facility, including the Credit Agreement, and any other agreements as in effect on the Issue Date date of this Indenture, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes Notes, the Note Guarantees and the 2014 Note GuaranteesSecurity Documents; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property or equipment acquired for use in the ordinary course business of business the Company or any of its Restricted Subsidiaries and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Existing First-Lien Issue Date, including pursuant to a Credit Agreement and the other Senior Credit Documents and pursuant to the indentures governing the Second-Lien Notes, Senior Subordinated Notes and the guarantees thereof; (2) this Indenture, the Securities (and any Exchange Securities and Note Guarantees thereof) and the Security Documents, the Existing First-Lien Notes Indenture, the Existing First-Lien Notes, the indenture governing the Existing Secured Notes, the Existing Secured Notes, the indenture governing the New Second-Lien Notes, the New Second-Lien Notes, the indenture governing the New Subordinated Notes, the New Subordinated Notes, the Senior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person or its subsidiaries, other than the Person or its subsidiaries, or the property or assets of the Person, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) 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; (12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is Finance Co. or a Guarantor that is Incurred subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03 or (ii) that is Incurred by any Restricted Subsidiary of the Company that is not a Guarantor subsequent to the Existing First-Lien Issue Date pursuant to Section 4.03; (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of the Company, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Issue Date as reasonably determined ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions shall not be deemed a restriction on the property purchased ability to make loans or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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, Subsidiaries or pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness, Equity Interests and Credit Facilities as in effect on the Issue Date date of this Supplement Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or instruments; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are (in the good faith judgment of the Board of Directors of Parent) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Supplemental Indenture; (2) agreements or instruments governing Credit Facilities not in effect on the ▇▇▇▇▇▇ ▇▇▇▇ Guaranteesdate of this Supplemental Indenture so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium, if any, on the 2014 Notes Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in this Supplemental Indenture; (3) this Supplemental Indenture, the 2014 Notes and the 2014 Note Guarantees; (34) applicable law, rule, regulation or order; (4) [Reserved]; (5) agreements or instruments with respect to a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Supplemental Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and any instrument governing any secured Indebtedness or Capital Lease Obligations Obligation that impose imposes restrictions on the property purchased assets securing such Indebtedness or leased the subject of such lease of the nature described in clause (3) of Section 4.08(a) hereof; (11) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that imposes restrictions of the nature described in clauses (1) and/or (3) of Section 4.08(a) hereof on the Restricted Subsidiary pending the sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in partnership and joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (13) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof, provided that such restrictions, taken as a whole, are, in the good faith judgment of the Board of Directors of Parent, no more materially restrictive than those contained in the existing agreements referenced in clauses (1) and (3) above; (14) the issuance of Preferred Stock by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.09 hereof and the terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); and (15) any agreement or instrument with respect to Indebtedness incurred, or Preferred Stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Preferred Stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Subject to provisions of Section 4.11(b) below, the Parent Guarantor shall not, and shall 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 restriction of any kind on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Parent Guarantor or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or Subsidiary; (ii) pay any indebtedness Debt owed to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; (2iii) make loans or advances to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; or (3iv) transfer any of its properties property or assets to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary. (b) The restrictions contained in Section 4.08(a5.11(a) hereof shall not apply to any encumbrances or restrictions existing under or by reason ofrestrictions: (1i) existing on the Issue Date in the Credit Agreement, the Indenture or any other agreements as in effect on the Issue Date Date, and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, any of the foregoing; provided that such amendmentsthe encumbrances and restrictions in the amendment, modificationsmodification, restatementsrestatement, renewalsextension, increases, supplements, refundingsrenewal, replacement or refinancings are not materially more restrictiverefinancing are, taken as a whole, with no less favorable in any material respect to such dividend and other payment the Holders of the Notes than the encumbrances or restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company being amended, modified, restated, extended, renewed, replaced or such Restricted Subsidiaryrefinanced; (2ii) existing pursuant to the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and Notes, the 2014 Note GuaranteesGuaranty or the other Note Documents; (3iii) existing under or by reason of applicable law, rule, regulation or order; (4iv) [Reserved]existing under any agreements or other instruments of, or with respect to: (A) any Person, or the property or assets of any Person, at the time the Person is acquired by the Parent Guarantor or any Restricted Subsidiary, or (B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary; which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and (2) were not put in place in anticipation of such event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (5v) Indebtedness incurred by REMA of the type described in Section 4.11(a)(iv) arising or agreed to (A) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (B) that restrict in a customary manner, pursuant to clause provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (4C) by virtue of Section 4.09(b) hereofany Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Parent Guarantor or any Restricted Subsidiary; (6vi) Indebtedness incurred by with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness sale or Indebtedness evidenced by or in support disposition of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of Section 4.09(b) hereofsuch sale or disposition that is permitted hereunder; (7vii) [Reserved]consisting of customary restrictions pursuant to any Permitted Receivables Financing; (8) [Reserved]viii) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Debt being refinanced; (9ix) customary non-assignment provisions consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or required by insurance surety bonding companies, in contractseach case, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10x) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations Leases or operating leases or Specified Coal Agreements or Mining Leases that impose encumbrances or restrictions noted in Section 4.11(a)(iv) on the property purchased so acquired or leased of the nature described in clause (3) of Section 4.08(a) hereofcovered thereby; (11xi) existing pursuant to any Debt Incurred by, or other agreement of, a Foreign Subsidiary, which encumbrances or restrictions are customary for a financing or agreement of such type; (xii) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of such transaction; or (xiii) existing pursuant to any agreement for or instrument relating to any Debt permitted to be Incurred subsequent to the sale Issue Date by Section 4.09 (A) if the encumbrances and restrictions contained in any such agreement or other disposition instrument are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in the Credit Agreement in effect as of the Issue Date (as determined in good faith by the Parent Guarantor) or (B) such encumbrances and restrictions are, taken as a Restricted Subsidiary whole, no less favorable in any material respect to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Parent Guarantor), and the Parent Guarantor determines in good faith that restricts distributions by that Restricted Subsidiary pending such encumbrances and restrictions will not materially affect the sale Company’s ability to make principal or other disposition;interest payments on the Notes as and when they become due.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Regency Energy Partners shall not, and shall 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 Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation regulation, order, licenses, permits or ordersimilar governmental, judicial or regulatory restriction; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contractscontracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, permits and licenses in each case entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; and (14) Hedging Obligations incurred from time to time.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1a) 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 Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under under, permitted by or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Issue Date and any amendmentsDate, modificationsincluding, restatementswithout limitation, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect pursuant to such dividend and other payment restrictions than those contained in those agreements Indebtedness existing on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or orderagreements governing other secured Indebtedness permitted to be incurred under Section 4.03 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (5) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined by the Issuer in good faith); (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture that impose restrictions of the nature described in clause (c) above on the property so acquired; (7) applicable law or any applicable rule, regulation or order; (8) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person or the property or assets of the Person so acquired; (9) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (10) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (11) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (12) customary provisions in joint venture agreements (including agreements entered into in connection with a Restricted Investment), relating solely to the relevant joint venture arrangement; (13) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (15) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 4.03; provided that (A) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions will not affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined in good faith by the Issuer’s Board of Directors; or (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1), (2), (3) and (8) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to such encumbrances or restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Ventas, Inc. shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than the Partnership or any Excluded Joint Venture) to: (1) pay dividends or make any other distributions on its their Capital Stock to the Company Ventas, Inc. or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its their profits, or pay any indebtedness owed to the Company Ventas, Inc. or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Ventas, Inc. or any of its Restricted Subsidiaries; or (3) transfer any of its their properties or assets to the Company Ventas, Inc. or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Debt and Credit Facilities as in effect on the Issue Date date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided provided, however that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no 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 as reasonably determined by date of the Company or such Restricted SubsidiaryIndenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Debt or Capital Stock of a Person acquired by Ventas, Inc. or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person; so acquired, provided, however, that, in the case of Debt, such Debt was permitted by Section 4.09 hereof; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3); (117) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Liens securing Debt otherwise permitted to be incurred by the Indenture or negative covenants with respect to Debt permitted to be secured by Liens that limit the right of the debtor to dispose of the assets subject to such Liens or permitted to be subject to such Liens; (9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its other Restricted SubsidiariesSubsidiary. (b) The restrictions set forth in Section 4.08(aparagraph (a) hereof above shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date October 8, 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryOctober 8, 2003; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes this Indenture and the 2014 Note GuaranteesNotes; (3) applicable law, law or any applicable rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person as in effect at the time such Person becomes a Restricted Subsidiary of the Company (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any other Restricted Subsidiary of the Company, or the properties or assets of the Company or any other Restricted Subsidiary of the Company, other than the Person, or the property or assets of such Person; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time such Person becomes a Restricted Subsidiary; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereofabove; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness that is permitted to be secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); and (13) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuers shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to either Issuer or any Restricted Subsidiary (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company either Issuer or any of its Restricted SubsidiariesSubsidiary; (2b) make loans or advances to the Company either Issuer or any of its Restricted SubsidiariesSubsidiary; or (3c) sell, lease or transfer any of its properties or assets to the Company either Issuer or any of its Restricted Subsidiaries. (b) The restrictions Subsidiary; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as (A) contractual encumbrances or restrictions in effect on the Issue Date (including, without limitation, pursuant to the First Lien Credit Agreement and the Second Lien Credit Agreement), (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents, (C) contractual encumbrances or restrictions pursuant to the indentures governing the ADT First Lien Notes, and (D) in each case, any similar contractual encumbrances or restrictions or any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (2) this Indenture, the Notes or the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by an Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (11) in the case of Section 4.05(c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts; (12) any encumbrance or restriction of a Special Purpose Securitization Subsidiary effected in connection with a Permitted Securitization Financing; provided, however, that such restrictions apply only to such Special Purpose Securitization Subsidiary; (13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of either Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuers), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; (14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (15) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Issuers, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Issue Date as reasonably determined by the Company or such Restricted Subsidiary; ability to make distributions on Capital Stock and (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation subordination of loans or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant advances made to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness an Issuer or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions to other Indebtedness Incurred by that an Issuer or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition;advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company or the Company to: : (1i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; ; (2ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or or (3iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The . However the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: : (1a) agreements as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (collectively, for the purposes of those agreementsthis Section 4.08, "amendments") of any such agreements or any Existing Indebtedness to which such agreements relate, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings amendments are not materially no more restrictive, taken as a whole, restrictive with respect to such dividend and dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in those agreements such agreement, as in effect on the Issue Date; (b) any Credit Facility in effect after the Issue Date to the extent its provisions are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the Term Loan Agreement or the Senior Credit Facility as reasonably determined in effect on the Issue Date; (c) this Indenture, the Notes, the Exchange Notes and the Subsidiary Guarantees, or any other indenture governing debt securities issued by the Company or any Guarantor that are no more restrictive with respect to such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guaranteesdividend, the 2014 Notes Indenture, the 2014 Notes distribution or other payment restrictions and loan or investment restrictions than those contained herein and the 2014 Note Guarantees; Notes; (3d) any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions hereof; (e) applicable law; (f) any instrument governing Indebtedness or Capital Stock, ruleor any other agreement relating to any property or assets, regulation of a Person acquired by the Company or order; any of its Restricted Subsidiaries as in effect at the time of such acquisition (4) [Reserved]; (5) except with respect to Indebtedness incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person or such Person's subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms hereof to be incurred; (g) restrictions of the nature described in clause (4iii) above by reason of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licenses leases entered into or issued in the ordinary course of business; ; (10h) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof; above on the property so acquired; (11i) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (j) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof, and not in violation of Section 4.12 hereof, that limit the right of the debtor to dispose of assets securing such Indebtedness; (k) Permitted Refinancing Indebtedness in respect of Indebtedness referred to in clauses (a), (b), (c), (f), (h) and (j) of this paragraph, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend, distribution or other disposition;payment restrictions and loan or investment restrictions than those contained in the agreements governing the Indebtedness being refinanced; and (l) provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Holdings will not, and shall 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 Holdings 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 Holdings or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Holdings or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a4.09(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits conveyances and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a4.09(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) In the case of non-Domestic Restricted Subsidiaries, restrictions under instruments governing Indebtedness incurred pursuant to the Section 4.10(a) or 4.10(b)(16) hereof; (11) Indebtedness of any Person existing at the time such Person is merged with or into or became a Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries, provided that, (x) such restrictions were not incurred in contemplation of such acquisition and (y) such Indebtedness was permitted to be incurred by the terms hereof; (12) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments or refinancings are, in the good faith judgment of Holdings's Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (13) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (14) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Holdings's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) 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, Subsidiaries or pay any indebtedness Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions in provisions of Section 4.08(a4.11(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements and instruments as in effect on the Issue Effective Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments with, as applicable, the same or different counterparties; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryEffective Date; (2ii) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes (including any Additional Notes), the Guarantees, the 2014 Security Documents, the Convertible PIK Notes Indenture, the 2014 Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest), the Convertible PIK Notes Guarantees and any security documents relating to the 2014 Note GuaranteesConvertible PIK Notes; (3iii) any applicable law, rule, regulation or order; (4iv) [Reserved]any instrument or agreement of or relating to a Person or property or asset acquired by the Parent or any of its Restricted Subsidiaries in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and its Subsidiaries; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred and was not incurred in connection with or in contemplation of such acquisition; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9v) customary non-assignment provisions in contracts, agreements, leases, permits and licenses and similar contracts entered into or issued in the ordinary course of business; (10vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a); (11vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (viii) solely with respect to clause (iii) of Section 4.11(a), Liens permitted to be incurred under Section 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business; (xii) any agreement or instrument relating to (a) Indebtedness of the Parent or any Restricted Subsidiary permitted to be incurred under clause (I) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, any Guarantee, the Security Documents, the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest), the Convertible PIK Notes Guarantees or any security documents relating to the Convertible PIK Notes and any Security Documents relating to the Intercompany Loans; and (xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such restriction apply only to such Restricted Subsidiary, and provided, further, that the exception provided by this clause (14) shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time such Restricted Subsidiary became a Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Regency Energy Partners shall not, and shall 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 Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contractscontracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, permits and licenses in each case entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a4.8(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) encumbrances or restrictions pursuant to agreements (including agreements governing Existing Funded Debt) as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes this Indenture and the 2014 Note GuaranteesSecurities; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Funded Debt (or Liens related thereto) or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Funded Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Funded Debt, such Funded Debt was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a4.8(a) hereof; (7) Permitted Refinancing Debt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Funded Debt being refinanced; (8) security agreements relating to Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to transfer or dispose of the assets subject to such Liens; (9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any agreement for instrument governing Funded Debt or Capital Stock of any Person that is an Unrestricted Subsidiary as in effect on the day that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person and the Restricted Subsidiaries or the property or assets of the Person and the Restricted Subsidiaries; (12) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (13) restrictions on cash or other disposition deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (14) the Credit Agreement as in effect on the date of this Indenture; and (15) any agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (14), or in this clause (15), provided that the terms and conditions of any such encumbrances or restrictions are not materially more restrictive taken as a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending whole than those under or pursuant to the sale agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or other disposition;refinancing evidencing the Funded Debt so extended, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Midwest will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of Midwest to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Midwest 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 Midwest or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Midwest or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company Midwest or any of its Restricted Subsidiaries. (b) The preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements governing existing Indebtedness of Midwest and any of its affiliates and Credit Facilities as in effect on the Issue Date date of this Indenture (including the Credit Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not not, as determined in good faith by an officer of Midwest, as set forth in an Officers' Certificate, 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 as reasonably determined by the Company or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes date of this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and or licenses entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (105) purchase money obligations for property acquired in the ordinary course of business and Capital Capitalized Lease Obligations Liabilities that impose restrictions on the property purchased or leased of the nature described in clause clauses (1) and (3) of Section 4.08(a) hereof; (116) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (7) Permitted Refinancing Indebtedness; provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by an officer of Midwest and evidenced by an Officers' Certificate delivered to the Trustee); (8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Lien or to use the proceeds of any such disposition; (9) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Midwest's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; and (10) provisions restricting cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Holdings will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Holdings or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company Holdings or any of its Restricted SubsidiariesSubsidiary; (2) make loans or advances to the Company Holdings or any of its Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company Holdings or any of its Restricted SubsidiariesSubsidiary. (b) The However, the restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of Holdings, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed under contracts entered into in the ordinary course of business; and (12) agreements governing Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole are not materially more restrictive to the Company or Holdings, as applicable, as determined by the Board of Directors of the Company or Holdings, as applicable, in its reasonable and good faith judgment, than the provisions contained in the Credit Agreement or this Indenture as in effect on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, advances or pay any indebtedness Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; Guarantor; or (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof shall not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation or order; (2) this Indenture, the Security Documents, the Intercreditor Agreement, the Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2027 5.50% Notes, the 2027 7.50% Notes, the 2029 4.625% Notes, the 2029 4.875% Notes and the guarantees in respect thereof; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements as existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary; amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (914) customary non-assignment provisions in contractsjoint venture, partnership, asset sale, sale leaseback and other similar agreements, leases, permits ; and licenses (15) customary provisions in leases and other agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to: (1a) pay dividends or make any other distributions to Borrower or any Restricted Subsidiary (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;; or (2b) make loans or advances to the Company Borrower or any Restricted Subsidiary that is a direct or indirect parent of its such Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements as (i) contractual encumbrances or restrictions in effect on the Issue Amendment No. 8 Closing Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (ii) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the ABLRevolving Credit Agreement (and all guarantee, security and other documents relating thereto), the Bilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (ii) (x) the 2023 Notes Indenture, the 2023 Notes or the guarantees thereunder, (y) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 NotesSenior Notes Documents or the guarantees thereunder; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in 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 (as determined in good faith by B▇▇▇▇▇▇▇), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Closing Date pursuant to Section 7.1; (xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; (xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of B▇▇▇▇▇▇▇, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (xvi) the Spin Transactions. For purposes of determining compliance with this Section 7.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Issue Date as reasonably determined by the Company or such Restricted Subsidiary; ability to make distributions on Capital Stock and (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation subordination of loans or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant advances made to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness Borrower or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions to other Indebtedness Incurred by that Borrower or any such Restricted Subsidiary pending shall not be deemed a restriction on the sale ability to make loans or other disposition;advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. ​ (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness liabilities owed to the Company or any of its other Restricted Subsidiaries;Subsidiary; ​ (2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; oror ​ (3) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries.Subsidiary. ​ (b) The restrictions set forth in Section 4.08(aparagraph (a) hereof above shall not apply to encumbrances or restrictions existing under or by reason of:: ​ (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date October 8, 2003 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the Issue Date as reasonably determined by the Company or such Restricted Subsidiary;October 8, 2003; ​ (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes this Indenture and the 2014 Note Guarantees;Notes; ​ (3) applicable law, law or any applicable rule, regulation or order;; ​ (4) [Reserved];any instrument governing Indebtedness or Capital Stock of a Person as in effect at the time such Person becomes a Restricted Subsidiary of the Company (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to the Company or any other Restricted Subsidiary of the Company, or the properties or assets of the Company or any other Restricted Subsidiary of the Company, other than the Person, or the property or assets of such Person; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time such Person becomes a Restricted Subsidiary; ​ (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of business;business and consistent with past practices; ​ ​ (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(aparagraph (a) hereof;above; ​ (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition; ​ (8) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); ​ (9) Liens securing Indebtedness that is permitted to be secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; ​ (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ​ (12) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (B) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (C) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); and

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 SubsidiariesSubsidiaries or, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The However, the restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by, or merged, consolidated or otherwise combined with or into, the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, merger, consolidation or other combination (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses or related documents entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancing of those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (105) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof); (116) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (7) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; (8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (10) any agreement relating to any Indebtedness or Liens incurred by a Person (other than a Subsidiary of the Company that is a Subsidiary of the Company on the date of this Indenture or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not incurred in anticipation of becoming a Subsidiary and not incurred to provide all or any portion of the funds utilized to consummate such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired; (11) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness which is permitted under Section 4.09 hereof or Liens incurred by such Foreign Subsidiary; (12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and Obligors shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a)(i) pay dividends or make any other distributions to an Obligor (A) on its Capital Stock to the Company such Subsidiary’s Equity Interests or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, such Subsidiary’s profits or (ii) pay any indebtedness Debt owed to the Company or any of its Restricted Subsidiaries; Obligor, (2b) make loans or advances to the Company any Obligor, or any of its Restricted Subsidiaries; or (3c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall not apply to Obligor, except for such encumbrances or restrictions existing under or by reason of: reasons of (1I) Existing Indebtedness or other agreements as in effect on the Issue Date date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Parent or the board of directors of any applicable Subsidiary, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness and other agreements, as in effect on the date hereof, (II) this Agreement, (III) applicable law, (IV) (x) any agreement or instrument governing or relating to Permitted Bank Debt, in each case that meets the criteria specified in clauses (i) and (xiii), respectively, of Section 10.2.4(b); provided, that in the case of clause (I) the board of directors or an Officer of Parent shall have determined in good faith at the time that such encumbrance or restriction is created that the encumbrance or restriction (A) would not reasonably be expected to impair the ability of Borrower to pay interest when due hereunder or to pay principal and accrued and unpaid interest when due hereunder, and (B) is not materially more disadvantageous to the Lenders than is customary in comparable financings, and (y) any instrument governing Debt or Equity Interests of a Person acquired by any Obligor as in effect at the time of such acquisition (except to the extent such Debt was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Debt, such Debt was permitted by the terms of this Agreement to be incurred, (V) customary non-assignment and similar provisions in leases, licenses, and other contracts entered into in the ordinary course of business and consistent with past practices, (VI) purchase money obligations or Capital Lease obligations for property acquired or leased in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) preceding, (VII) any agreement for the sale or other disposition of a Subsidiary that restricts dividends, distributions, loans, advances, or transfers by such Subsidiary pending its sale or other disposition, (VIII) Permitted Refinancing Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, in the good faith judgment of the board of directors of Parent or the board of directors of any applicable Subsidiary, taken as a whole, than those contained in the agreements governing the Debt being refinanced, (IX) agreements entered into with respect to Liens securing Debt otherwise permitted to be incurred pursuant to the provisions of Section 10.2.7 that limit the right of Parent or any of its Subsidiaries to dispose of the assets subject to such Lien, (X) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (XI) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business, (XII) any Receivables Program for any Obligor which is not a Borrower, (XIII) any restriction imposed pursuant to contracts for the sale or transfer of assets with respect to the transfer of the assets to be sold pursuant to such contract, (XIV) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in contemplation of such acquisition; provided that in the case of Debt incurred in connection with or in contemplation of such acquisition, such Debt was permitted to be incurred by the terms of this Agreement; (XV) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock or issued share capital of a Person other than on a pro rata or less restrictive basis; and (XVI) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Parent or the board of directors of any applicable Subsidiary, taken as a whole, with respect than the encumbrances or restrictions prior to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and the New Senior Credit Facility as in effect on the Issue Date April 24, 2002 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained such agreements, as in those agreements effect on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryApril 24, 2002; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licenses other agreements entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(a) hereof); (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements , asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Subsidiary Guarantees (including the Exchange Notes and related Subsidiary Guarantees); (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof); (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and 4.12 that limits the right of the debtor to dispose of the assets subject to such Lien; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (13) of Section 4.09(b)(6) below provided that such restrictions apply only to such Foreign Subsidiary; (14) Indebtedness incurred pursuant to clause (14) of Section 4.09(b) below; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they do not materially adversely affect the Company’s ability to fulfill its Obligations under the Notes; and (15) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of this Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) 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, Subsidiaries or pay any indebtedness Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions in provisions of Section 4.08(a4.11(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements and instruments as in effect on the Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments with, as applicable, the same or different counterparties; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2ii) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes (including any Additional Notes), the Guarantees, the 2014 Security Documents, the Convertible PIK Notes Indenture, the 2014 Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest), the Convertible PIK Notes Guarantees and any security documents relating to the 2014 Note GuaranteesConvertible PIK Notes; (3iii) any applicable law, rule, regulation or order; (4iv) [Reserved]any instrument or agreement of or relating to a Person or property or asset acquired by the Parent or any of its Restricted Subsidiaries in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and its Subsidiaries; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred and was not incurred in connection with or in contemplation of such acquisition; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9v) customary non-assignment provisions in contracts, agreements, leases, permits and licenses and similar contracts entered into or issued in the ordinary course of business; (10vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a); (11vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (viii) solely with respect to clause (iii) of Section 4.11(a), Liens permitted to be incurred under Section 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business; (xii) (x) any agreement or instrument relating to (a) Indebtedness of the Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, any Guarantee, the Security Documents, the Convertible PIK Notes Indenture, the Convertible PIK Notes (including any Convertible PIK Notes issued as pay-in-kind interest), the Convertible PIK Notes Guarantees or any security documents relating to the Convertible PIK Notes and any Security Documents relating to the Intercompany Loans; and (xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such restriction apply only to such Restricted Subsidiary, and provided, further, that the exception provided by this clause (14) shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time such Restricted Subsidiary became a Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Holdings shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Co-Issuer or any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Holdings or any of its Restricted SubsidiariesSubsidiary; (2b) make loans or advances to the Company Holdings or any of its Restricted SubsidiariesSubsidiary; or (3c) sell, lease or transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries. (b) The restrictions Subsidiary; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Existing Senior Notes (including any guarantee thereof), the Secured Notes (including any guarantee thereof) and the Term Loan Facility (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement agreements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiaryinstruments; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes (and any Exchange Notes) or the 2014 Note Subsidiary Guarantees; (3) applicable law, law or any applicable rule, regulation or order; (4) [Reserved]any agreement or other instrument of a Person acquired by Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) Indebtedness incurred by REMA contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to clause (4) an agreement entered into for the sale or disposition of Section 4.09(b) hereofthe Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness incurred by otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support right of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant debtor to clause (5) dispose of Section 4.09(b) hereofthe assets securing such Indebtedness; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses restrictions on cash or other deposits or net worth imposed by customers under contracts entered into or issued in the ordinary course of business; (108) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property purchased or leased so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of the nature described in clause (3) of Section 4.08(a) hereofbusiness; (11) in the case of clause (c) above, any agreement for encumbrance or restriction that restricts in a customary manner the sale subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including without limitations, licenses of intellectual property) or other disposition contracts; (12) any encumbrance or restriction of a Restricted Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionsuch restrictions apply only to such Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, to create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness as in effect on the Issue Date and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or instruments; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) Hedging Obligations permitted from time to time under this Indenture; and (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to and, in the case of clause (d) the Borrower or any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries, Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2b) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or (3c) sell, lease, transfer or assign any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.; or (bd) The restrictions create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements as contractual encumbrances or restrictions of the Borrower or any of its Restricted Subsidiaries in effect on the Issue Date Closing Date, including pursuant to the Senior Notes Indenture and, the other documents relating to the Senior Notes Indenture and Permittedthe Second Lien Facility Documentation, and in any amendmentsdocuments relating to any Second Lien Incremental Indebtedness and permitted Refinancings thereofof any of the foregoing; (ii) this Agreement or any other Loan Documents, modificationsindentures, restatementsinstruments or agreement governing any Additional Permitted Obligations, renewalsindentures, increasesinstruments or agreement governing any Permitted Debt Exchange Notes, supplementsindentures, refundingsinstruments or agreements governing any Permitted Refinancing Obligations, replacements indentures, instruments or refinancings agreements governing any Rollover Indebtedness, and indentures, instruments or agreements governing any RefinancingsRefinancing Indebtedness of each of the foregoing; (iii) applicable law or any applicable rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; (iv) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary; 173 Syniverse Credit Agreement (vi) restrictions on cash or other deposits, or net worth or inventory imposed by customers or suppliers under contracts entered into in the ordinary course of business; (vii) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property so acquired; (ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type set forth in clause (c) above on the property subject to such lease, license contract or other similar agreement; (x) 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;[reserved]; (xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 7.03; provided that such amendmentsencumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans or comply with the provisions of Section 6.12 (as determined by the Borrower in good faith); (xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 7.03 and 7.01 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, modificationsnot relating to any Indebtedness, restatementsand that do not, renewalsindividually or in the aggregate, increases(x) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or the Restricted Subsidiary or (y) materially affect the Borrower’s ability to make future principal or interest payments on the Loans, supplementsin each case, refundingsas determined by the Borrower in good faith; (xiv) customary provisions in joint venture agreements and other similar agreements relating solely to the applicable joint venture; 174 Syniverse Credit Agreement (xv) existing under, replacement by reason of or refinancings with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements on governing the Issue Date Indebtedness being refinanced, as reasonably determined by the Company or such Restricted SubsidiaryBorrower in good faith; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, advances or pay any indebtedness Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; Guarantor; or (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof shall not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation or order; (2) this Indenture, the Security Documents, the Intercreditor Agreement, the Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2027 5.50% Notes, the 2029 4.625% Notes, the 2029 4.875% Notes and the guarantees in respect thereof; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements as existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary; amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (914) customary non-assignment provisions in contractsjoint venture, partnership, asset sale, sale leaseback and other similar agreements, leases, permits ; and licenses (15) customary provisions in leases and other agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, advances or pay any indebtedness Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; Guarantor; or (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof shall not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation or order; (2) this Indenture, the Notes, the Existing Secured Notes (including the Senior Secured Debt Documents related to the Existing Secured Notes), the 2029 4.625% Notes, the 2029 4.875% Notes, the 2033 6.375% Notes, the Concurrent Secured Notes (including the Senior Secured Debt Documents related to the Concurrent Secured Notes) and, in each case, the guarantees in respect thereof; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements as existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary; amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (914) customary non-assignment provisions in contractsjoint venture, partnership, asset sale, sale leaseback and other similar agreements, leases, permits ; and licenses (15) customary provisions in leases and other agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company Stock; (b) make loans or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, advances or pay any indebtedness Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; Guarantor; or (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof shall not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation or order; (2) this Indenture, the Notes, the 2020 Notes, the 2021 Notes, the 2022 Notes, the 2024 Notes and the Guarantees; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements as existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary; amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (914) customary non-assignment provisions in contractsjoint venture, partnership, asset sale, sale leaseback and other similar agreements, leases, permits ; and licenses (15) customary provisions in leases and other agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall MagnaChip will not, and shall 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 MagnaChip 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 MagnaChip or any of its Restricted Subsidiaries; (2) make loans or advances to the Company MagnaChip or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company MagnaChip or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any other agreements, including the Credit Facilities, as in effect on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes and the Note Guarantees, the 2014 Notes Indenture, the 2014 Notes Intercreditor Agreement and the 2014 Note GuaranteesSecurity Documents; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by MagnaChip or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof); (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be incurred under this Indenture so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of MagnaChip’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) any restriction in any agreement that is not more restrictive than the restrictions under the terms of the Senior Credit Agreement as in effect on the Issue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to the Issuer or any Subsidiary Guarantor (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiary Guarantor; (2b) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiary Guarantor; or (3c) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) The restrictions Subsidiary Guarantor; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as (A) contractual encumbrances or restrictions in effect on the Issue Date (or contractual encumbrances or restrictions with respect to the Transactions in effect on the Escrow Release Date), including pursuant to the Credit Agreement and the other Credit Agreement Documents and in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement agreements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiaryinstruments; (2) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes, the Guarantees, the 2014 Notes IndentureSecurity Documents, the 2014 Notes and Intercreditor Agreement or the 2014 Note GuaranteesEscrow Agreement; (3) applicable law, law or any applicable rule, regulation or order; (4) [Reserved](A) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition, merger or consolidation (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition, merger or consolidation), 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 (B) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof); (5) Indebtedness incurred by REMA contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to clause (4) an agreement entered into for the sale or disposition of Section 4.09(b) hereofall or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness incurred by otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support right of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant debtor to clause (5) dispose of Section 4.09(b) hereofthe assets securing such Indebtedness; (7) [Reserved]restrictions on (A) cash or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or (B) arising in connection with any Permitted Liens; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits joint venture agreements and licenses other similar agreements entered into or issued in the ordinary course of business; (109) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (A) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business and Capital Lease Obligations that impose restrictions on (B) customary provisions restricting subletting or assignment of any agreement entered into in the property purchased or leased ordinary course of the nature described in clause (3) of Section 4.08(a) hereofbusiness; (11) in the case of Section 4.05(c) above, any agreement for encumbrance or restriction that restricts in a customary manner the sale subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other disposition contracts; (12) any encumbrance or restriction of a Restricted Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionsuch restrictions apply only to such Receivables Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in of Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, the Credit Facilities and the Intercreditor Agreement, in each case, as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes, the Guarantees, the 2014 Notes Indenture, the 2014 Notes Share Pledges and the 2014 Note GuaranteesFunding Loan Pledge; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) security agreements or mortgages securing Indebtedness to the extent (a) such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages and (b) such Indebtedness was permitted to be incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof4.09 and the related Liens were permitted pursuant to Section 4.12; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting customary restrictions on subletting, assignment or transfer of Permitted PEDFA Bond Indebtedness any property that is subject to a contract or Indebtedness evidenced by or in support license, of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) assignment or transfer of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions any contract or license, in contracts, agreements, leases, permits and licenses each case entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofthe preceding paragraph; (11) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property (including Equity Interests in the entity subject to the relevant agreement) in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's or the Restricted Subsidiary's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be incurred subsequent to the date of this Indenture pursuant to the provisions of Section 4.09 (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Notes than the encumbrances and restrictions contained in the Senior Facilities, the security documents related thereto and the Intercreditor Agreement as in effect on the date of this Indenture, or (ii) if such encumbrances and restrictions is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings and either (x) the Company determines that such encumbrance or restriction will not materially affect the Issuer's ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, Credit Facilities and the Second Lien Notes as in effect on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes, the Note Guarantees, the 2014 Notes Indenture, the 2014 Notes Security Documents and the 2014 Note GuaranteesIntercreditor Agreements; (3) applicable law, rule, regulation or order, approval, license, permit or similar restriction; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition Disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the Disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof; (10) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other dispositiondeposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) any agreement governing Indebtedness incurred after the Issue Date permitted under Section 4.09 hereof, provided that the restrictions contained in any such agreement, taken as a whole, are not less favorable to the Holders of the Notes than those contained in the agreements governing Existing Indebtedness; (13) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary, provided such encumbrances were not contemplated as part of the acquisition thereof; or (14) any encumbrances or restrictions imposed by amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings of contracts, instruments or Obligations referred to in clauses (1) through (13) above; provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendments, restatements, modifications, renewals, supplements, refundings, replacement or refinancings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall BP I and BP II will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to the Company or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Senior Notes Indenture, the October 2010 Senior Secured Indenture, the October 2010 Senior Indenture, the May 2010 Indenture, the 2009 Indenture, 2007 Senior Note Indenture, the 2007 Senior Subordinated Notes Indenture, and the 2007 Intercreditor Agreement, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to the Senior Secured Credit Facilities and the Local Facilities; (2) this Senior Secured Notes Indenture, the Senior Secured Notes (and guarantees thereof), the Security Documents and the First Lien Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements;; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by BP I, BP II or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; (7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business; (9) Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course of business; (10) customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business; (11) 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; (12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date by Section 4.03 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Senior Secured Notes than the encumbrances and restrictions contained in the Senior Secured Credit Facilities as of the Issue Date (as determined in good faith by the Issuers) or (B) if such encumbrance or restriction is not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (as determined in good faith by the Issuers) and either (x) the Issuers determine that such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Senior Secured Notes as and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (13) any encumbrances or restrictions of the type referred to in clause (iii) of Section 4.05(a) above existing by reason of any Lien permitted under Section 4.12; (14) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.05(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of the Issuers, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary;amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (215) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation restrictions on cash or order; (4) [Reserved]; (5) Indebtedness incurred other deposits or net worth imposed by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses customers under agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries (other than Excluded 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 Subsidiaries (other than Excluded Subsidiaries) to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The the restrictions in Section 4.08(a10.05(a) hereof shall above will not apply to encumbrances or restrictions existing under or by reason of: (1i) this Agreement and other agreements governing Existing Indebtedness, on the Closing Date; (ii) the documents governing the issuance of debt securities after the Closing Date in compliance with this Agreement so long as the relevant restrictions as described in clauses (a)(i) through (a)(iii) of this Section 10.05 are not materially more restrictive than those in this Agreement; (iii) applicable law, rule, regulation or order; (iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 10.05(a); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 10.01 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect on at the Issue Date time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of, or to finance, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (xiii) Indebtedness of a Restricted Subsidiary of the Borrower existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (xiv) with respect to clause (iii) of Section 10.05(a) only, restrictions encumbering property at the time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (xv) provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements; (xvi) other Indebtedness; provided that (x) the restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, in the good faith judgment of an authorized officer of the Borrower than those contained in the agreements referenced in clauses (i) and (ii) of this Section 10.05(b) and/or (y) in the case of Indebtedness or other obligations incurred pursuant to clause (xv) of Section 10.04(b), the respective restrictions, to the extent more restrictive than those described in preceding clause (x), apply only to the respective assets and/or Persons so acquired; (xvii) any encumbrance or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 10.05(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding’s, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xvi) of this Section 10.05(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding’s, replacement replacements or refinancings are are, in the good faith judgment of a senior financial officer of the Borrower, not 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 as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary;amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or refinancing; and (2xviii) restrictions imposed by (x) following the Spin-Off and to the extent RJS and its Subsidiaries are direct or indirect Restricted Subsidiaries of the Borrower, the RJS Notes or (y) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;Secured Trading Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Targa Resources Partners shall not, and shall 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 Equity Interests to the Company Targa Resources Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Targa Resources Partners or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Targa Resources Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Targa Resources Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in contractstransportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses, leases, permits and licenses rights-of-way, easements or servitudes, in each case entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) 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, Subsidiaries or pay any indebtedness Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions in provisions of Section 4.08(a4.11(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements and instruments as in effect on the Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments with, as applicable, the same or different counterparties; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2ii) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes (including any PIK Notes), the Guarantees, the 2014 Security Documents, the Senior Secured Notes Indenture, the 2014 Senior Secured Notes, the Senior Secured Notes Guarantees and any security documents relating to the 2014 Note GuaranteesSenior Secured Notes; (3iii) any applicable law, rule, regulation or order; (4iv) [Reserved]any instrument or agreement of or relating to a Person or property or asset acquired by the Parent or any of its Restricted Subsidiaries in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and its Subsidiaries; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred and was not incurred in connection with or in contemplation of such acquisition; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9v) customary non-assignment provisions in contracts, agreements, leases, permits and licenses and similar contracts entered into or issued in the ordinary course of business; (10vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a); (11vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (viii) solely with respect to clause (iii) of Section 4.11(a), Liens permitted to be incurred under Section 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business; (xii) (x) any agreement or instrument relating to (a) Indebtedness of the Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) (if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, PIK Notes, any Guarantee, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees or any security documents relating to the Senior Secured Notes and any Security Documents relating to the Intercompany Loans; and (xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such restriction apply only to such Restricted Subsidiary, and provided, further, that the exception provided by this clause (14) shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time such Restricted Subsidiary became a Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply apply, however, to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings of those agreementsany of the foregoing, provided that such the amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacement replacements or refinancings of such instrument are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such agreement on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees or by other Indebtedness of the Company or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture or other agreement governing such Indebtedness pursuant to Section 4.09 hereof; provided, that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Indenture; (3) applicable law, rule, regulation or orderthe Senior Term Loan; (4) [Reserved]applicable law or any applicable rule or regulation; (5) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses or similar contracts entered into or issued in the ordinary course of businessbusiness or that restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on restrict the property purchased transfer of such property; provided that any such encumbrance or leased of restriction is released to the nature described in clause (3) of Section 4.08(a) hereofextent the underlying Lien is released or the related Indebtedness is repaid; (11) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that or the assets of a Restricted Subsidiary pending the sale or other dispositiondisposition of such assets or Restricted Subsidiary; (9) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.09 hereof that limit the right of the debtor to dispose of or transfer the assets subject to such Liens; (11) any transfer of, agreement to transfer, or option or right with respect to, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (12) provisions with respect to the disposition or distribution of assets or property and other customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) hereof for property acquired in the ordinary course of business that only imposes encumbrances or restrictions on the property so acquired; (15) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and (17) agreements governing Indebtedness permitted to be incurred pursuant to Section 4.09 hereof, provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to the Company, as determined by the Board of Directors of the Company in their reasonable and good faith judgment, than the provisions contained in the Credit Agreement or this Indenture as in effect on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (ai) The A Triggering Event will occur if the Company shall not, and shall not permit or any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, create creates or permit permits to exist or become becomes effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2B) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3C) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (bii) The restrictions in Notwithstanding the foregoing, this Article V, Section 4.08(a4(d) hereof Triggering Event shall not apply to encumbrances or restrictions existing under or by reason of: (1A) agreements as governing Existing Indebtedness and Credit Facilities in effect on the Issue Date original issue date of the Mortgage Bonds and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no 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 as reasonably determined original issue date of the Mortgage Bonds; (B) the Indenture, this Supplemental Indenture and the Mortgage Bonds; (C) applicable law, regulations or regulatory orders; (D) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such Restricted Subsidiaryacquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9E) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses other agreements entered into or issued in the ordinary course of business; (10F) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3Section 4(d)(i)(C) of Section 4.08(a) hereofabove; (11G) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions or dispositions of assets by that Restricted Subsidiary pending the its sale or other disposition; (H) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (I) Liens securing Indebtedness or Attributable Debt otherwise permitted to be incurred under the provisions of Article V, Section 4(c) ("Liens") that limit the right of the debtor to dispose of the assets subject to such Liens, and Liens attaching to intangible transition property established in accordance with a transitional funding order issued by the ICC; and (J) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business. (iii) The provisions of this Article V, Section 4(d) ("Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries") are subject to the provisions of Article V, Section 5 ("Suspension of Certain Triggering Events").

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions set forth in Section 4.08(a4.10(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any related collateral documents as in effect on the Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes Notes, the Note Guarantees and the 2014 Note Guaranteesany Collateral Agreements; (3) agreements governing other Indebtedness (including Credit Facilities) permitted to be incurred under the provisions of the covenant described in Section 4.08 of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (4) applicable law, rule, regulation or order; (4) [Reserved]; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph of this Section 4.08(a) hereof4.10; (11) 8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (10) Liens permitted to be incurred under the provisions of the covenant described in Section 4.09 of this Indenture that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) restrictions imposed under the Osisko Silver Sale Agreement and the Franco-Nevada Agreement, in each case, as in effect on the Issue Date and as amended, supplemented, extended, restated or replaced; provided that any amendment, supplement, extension, restatement or replacement of such agreements is not 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.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit Worldspan or 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 Worldspan or any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Company, Worldspan 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 Company, Worldspan or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Company, Worldspan or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company Company, Worldspan or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any other agreement, including the Credit Facilities as in effect on the Original Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Original Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Senior Note Indenture, the 2014 Senior Notes and the 2014 Senior Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved](a) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company, Worldspan or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Notes to be incurred, and (b) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those instruments, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements at the time of such acquisition; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses or other commercial agreements entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of the preceding paragraph of this Section 4.08(a) hereof5(e); (117) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary of Worldspan pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any restriction on the transfer of assets under any Lien permitted under Section 5(d) imposed by the holder of the Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in security agreements or mortgages securing Indebtedness of Worldspan or a Restricted Subsidiary so long as the restrictions solely restrict the transfer of the property governed by the security agreements or mortgages; (13) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary and its property or assets or Liens or receivables or related assets which are subject of, a Qualified Receivables Transaction; and (14) the Seller Notes as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Seller Notes, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the Seller Notes on the Original Issue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall BP I and BP II will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to the Company or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and any amendmentsother local working capital facilities, modificationsthe August 2011 Senior Indenture, restatementsthe August 2011 Senior Secured Indenture, renewalsthe February 2011 Senior Secured Indenture, increasesthe February 2011 Senior Indenture, supplementsthe October 2010 Senior Secured Indenture, refundingsthe October 2010 Senior Indenture, replacements or refinancings of those agreementsthe May 2010 Indenture, provided that such amendmentsthe 2009 Indenture, modifications2007 Senior Note Indenture, restatementsthe 2007 Senior Subordinated Note Indenture, renewalsand the 2007 UK Intercreditor Agreement, increasesthe First Lien Intercreditor Agreement, supplementsthe August 2011 Security Documents, refundingsthe February 2011 Security Documents, replacement or refinancings are not materially more restrictivethe October 2010 Security Documents, taken as a wholethe 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to such dividend the Senior Secured Credit Facilities and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryLocal Facilities; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 this Senior Notes Indenture, the 2014 Senior Notes (and the 2014 Note Guaranteesguarantees thereof), any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any intercreditor agreements; (3) applicable law, law or any applicable rule, regulation or order; (4) [Reserved]any agreement or other instrument of a Person acquired by BP I, BP II or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) Indebtedness incurred by REMA contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to clause (4) an agreement entered into for the sale or disposition of Section 4.09(b) hereofthe Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) Indebtedness incurred any Restricted Investment not prohibited by the ▇▇▇▇▇▇ Subsidiary consisting of Section 4.04 and any Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereofInvestment; (7) [Reserved]; restrictions on cash or other deposits or net worth imposed by regulatory authorities (8) [Reserved]; (9) customary nonincluding with respect to tax obligations and value-assignment provisions added taxes), in contractsconnection with deductions made for tax, agreementspension, leases, permits national insurance and licenses other similar purposes or for the benefit of customers under contracts entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired 8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofbusiness; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (1a) 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 Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (2b) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or (3c) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under under, permitted by or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Issue Date and any amendmentsDate, modificationsincluding, restatementswithout limitation, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect pursuant to such dividend and other payment restrictions than those contained in those agreements Indebtedness existing on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or orderagreements governing other secured Indebtedness permitted to be incurred under Section 4.03 and Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (5) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined by the Issuer in good faith); (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture that impose restrictions of the nature described in clause (c) above on the property so acquired; (7) applicable law or any applicable rule, regulation or order; (8) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person or the property or assets of the Person so acquired; (9) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (10) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (11) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (12) customary provisions in joint venture agreements (including agreements entered into in connection with a Restricted Investment), relating solely to the relevant joint venture arrangement; (13) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (15) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 4.03; provided that (A) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such encumbrances or restrictions will not affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined in good faith by the Issuer’s Board of Directors; or (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) (2), (3) and (8) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive with respect to such encumbrances or restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 date of this Indenture, as reasonably determined in good faith by the Company or such Restricted SubsidiaryBoard of Directors of the Company; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment or change in control provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary normal course of business; (106) purchase money obligations for property acquired in the ordinary normal course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any restriction imposed under an agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary assets or Equity Interests pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined in good faith by the Board of Directors of the Company; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the normal course of business or with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) the license of any intellectual property of the Company or any of its Restricted Subsidiaries entered into in the normal course of business; (12) the release, waiver or novation of contractual, indemnification, or any other legal rights entered into in the normal course of business; and (13) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the normal course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary to: (1a) pay dividends or make any other distributions to Borrower or any Restricted Subsidiary (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;; or (2b) make loans or advances to the Company Borrower or any Restricted Subsidiary that is a direct or indirect parent of its such Restricted SubsidiariesSubsidiary; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements as (i) contractual encumbrances or restrictions in effect on the Issue Closing Date (including encumbrances or restrictions imposed on Con-way and any Subsidiary thereof which is a Restricted Subsidiary) and (ii) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, the ABL Credit Agreement (and all guarantee, security and other documents relating thereto), the Con-way BridgeBilateral Credit Agreement and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (ii) (x) the 20192023 Notes Indenture, the 20192023 Notes or the guarantees thereunder and, (y) the 2021/20222024 Notes Indenture, the 20212024 Notes, the 2022 or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; (vi) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 7.1 and Section 7.7 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (viii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (ix) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitationslimitation, licenses of intellectual property) or other contracts; (xii) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary; (xiii) other Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in 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 (as determined in good faith by Borrower), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Closing Date pursuant to Section 7.1; (xiv) any Restricted Investment not prohibited by Section 7.2 and any Permitted Investment; or (xv) any encumbrances or restrictions of the type referred to in Section 7.3(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of Borrower, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary;amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.; or (2xvi) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;Spin Transactions.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (1a) pay dividends or make any other distributions to the Borrower or any other Subsidiary on its Capital Stock to the Company or any in respect of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; other Subsidiary, (2c) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or other Subsidiary, or (3d) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall not apply to other Subsidiary, except for such encumbrances or restrictions existing under or by reason ofof any of the following: (1i) agreements any Indebtedness existing on the date hereof listed on Schedule 8.1; (ii) the Revolving Credit Facility as in effect on the Issue Date Effective Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company Revolving Credit Facility (or, if more restrictive, this Agreement) immediately prior to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or such Restricted Subsidiaryrefinancing; (2iii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guaranteesapplicable law; (3iv) any instrument governing Indebtedness or Stock of a Person acquired (an "Acquired Person") by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or instrument was entered into in connection with or in contemplation of such acquisition), provided that (x) such restriction -------- is not applicable lawto any Person, ruleor the properties or assets of any Person, other than the Acquired Person, and (y) the Consolidated Net Income of an Acquired Person for any period prior to such acquisition shall be taken into account in determining whether such acquisition was permitted by the terms of this Agreement only to the extent that the declaration or payment of dividends or similar distributions or intercompany loans or advances by such Acquired Person to the Borrower or any of its Subsidiaries would not be prohibited by operation of the terms of such Acquired Person's charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation or orderapplicable to such Acquired Person; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9v) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases or agreements entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (10vi) purchase money obligations Purchase Money Indebtedness for property acquired in the ordinary course of business and Capital Lease Obligations that only impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofso acquired; (11vii) any an agreement for the sale or other disposition of the Stock or assets of a Restricted Subsidiary, provided that such restriction is only applicable to such Subsidiary or assets, as applicable; (viii) Refinancing Indebtedness permitted hereunder provided that restricts distributions the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (ix) restrictions imposed against a Foreign Subsidiary contained in any agreement governing Indebtedness of such Foreign Subsidiary permitted by that Restricted Subsidiary pending Section 8.1(b)(xii); and (x) management agreements between Subsidiaries of the sale or other disposition;Borrower.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to or guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements Existing Indebtedness as in effect on the Issue Date date of this Indenture; 45 (2) the Credit Facilities as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the Credit Facilities as in effect on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (23) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (34) applicable law, rule, regulation or order; (4) [Reserved]; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by, merged into or consolidated with the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, merger or consolidation (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations or Indebtedness incurred pursuant to clause (4) of the second paragraph of Section 4.09 that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofthe preceding paragraph on the property so acquired; (118) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (9) restrictions with respect to sales of assets or dispositions of stock of the Company or any Restricted Subsidiary imposed pursuant to agreements relating to the sale of such assets or stock; or (10) any agreement for instrument governing Acquired Debt, or any Lien in respect of Acquired Debt, assumed in connection with assets acquired by the sale Company or any of its Restricted Subsidiaries, as in effect at the time of such acquisition, which encumbrance or restriction does not extend to any other disposition assets of a the Company or any of its Restricted Subsidiary that restricts distributions Subsidiaries, PROVIDED such Acquired Debt was permitted by that Restricted Subsidiary pending the sale or other disposition;terms of this Indenture to be incurred.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The . However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those provisions contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guaranteesagreements governing Senior Debt permitted to be incurred under this Indenture; provided that provisions relating to such encumbrances or restrictions are no more restrictive, the 2014 Notes taken as a whole, than those provisions contained in this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents; (4) applicable law, rule, regulation or order; (4) [Reserved]; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses other agreements entered into or issued in the ordinary course of businessbusiness and consistent with industry practice; (107) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and Capital Lease Obligations consistent with industry practice that impose restrictions on the that property purchased or leased of the nature described in clause (3) of the preceding paragraph; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.08(a4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) hereofprovisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) any restrictions on cash or other deposits or net worth imposed by customers under contracts or net worth provisions contained in leases and other agreements entered into in the ordinary course of business; (12) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restrictions apply solely to the Capital Stock or assets of the Restricted Subsidiary that is being sold; and (13) any encumbrance or restriction existing under or by reason of a Receivables Facility or other disposition;contractual requirements of a Receivables Facility permitted pursuant to Section 4.09 hereof; provided that such restrictions apply only to such Receivables Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue date of this Indentureon the Acquisition Date (including the Credit Agreements, the Intercreditor Agreement, the FP Security Documents and the Security Documents) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancing of those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Acquisition Date as reasonably determined by on the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (105) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof); (116) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (7) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; (8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (10) any agreement relating to any Indebtedness or Liens incurred by a Person (other than a Subsidiary of the Company that is a Subsidiary of the Company on the date of this Indenture or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not incurred in anticipation of becoming a Subsidiary and not incurred to provide all or any portion of the funds utilized to consummate such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired; (11) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to an agreement relating to Indebtedness which is permitted under Section 4.09 hereof or Liens incurred by such Foreign Subsidiary; (12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Indebtedness outstanding on the date of this Indenture, the Credit Agreement and Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation regulation, order, approval, license, permit or ordersimilar restriction; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions or subletting restrictions in contracts, agreements, leases, permits leases and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending closing of the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business or with the approval of the Company's Board of Directors, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements; (11) 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; (12) restrictions on cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (13) other Indebtedness of Restricted Subsidiaries (i) that are Guarantors that is incurred subsequent to the date of this Indenture pursuant to Section 4.09(a) hereof or (ii) that is incurred subsequent to the date of this Indenture pursuant to clause (15) of Section 4.09(b) hereof; (14) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary; (15) contractual encumbrances or restrictions in effect on the issue date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; or (16) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to above in clauses (1) through (15); provided that such amendments or refinancings are not materially more restrictive, taken as a whole, then such encumbrances and restrictions prior to such amendment or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The However, the restrictions set forth in Section 4.08(a4.15(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or orderorder or governmental license, permit or concession; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred or issued in connection with such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness customary provisions restricting assignments, subletting or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions other similar transfers in contracts, agreementslicenses and other agreements (including, leaseswithout limitation, permits leases and licenses agreements relating to intellectual property) entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.15(a)(3); (117) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens and agreements related thereto that were permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed under contracts entered into in the ordinary course of business; (12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary; (13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (14) Indebtedness of a Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of and during the continuance of a default under such Indebtedness; and (15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Subsidiary or the Securitization Assets that are subject to the Qualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company and the Guarantor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company or the Guarantor, as the case may be, to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or to the Guarantor 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 or to the Guarantor or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries or to the Guarantor or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries or to the Guarantor or any of its Restricted Subsidiaries. (b) The . 59 However, the preceding restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements Existing Indebtedness as in effect on the Issue Date date of this Indenture (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefinancings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note GuaranteesOther Notes; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or to the Guarantor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased so acquired of the nature described in clause (3) of Section 4.08(a) hereofthe preceding paragraph; (117) any agreement for the sale or other disposition of a Restricted Subsidiary of either the Company or the Guarantor that restricts distributions by that such Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries or the Guarantor or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; 60 (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (13) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Company determines that such restrictions will not materially impair the Company's ability to make payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall 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 Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided provided, that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes Notes, the Guarantees and the 2014 Note GuaranteesCollateral Agreements; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses leases entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the that property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof4.08(a)(3); (117) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture or the Credit Facilities; (10) Liens permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business; and (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries (other than Excluded 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 Subsidiaries (other than Excluded Subsidiaries) to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The the restrictions in Section 4.08(a10.05(a) hereof shall above will not apply to encumbrances or restrictions existing under or by reason of: (1i) this Agreement and other agreements governing Existing Indebtedness, on the Closing Date; (ii) the documents governing Indebtedness represented by any Tranche B-1 Debt Offering and any documents governing the issuance of debt securities after the Closing Date in compliance with this Agreement, in each case, so long as the relevant restrictions as described in clauses (a)(i) through (a)(iii) of this Section 10.05 are not materially more restrictive than those in this Agreement; (iii) applicable law, rule, regulation or order; (iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 10.05(a); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 10.01 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect on at the Issue Date time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of, or to finance, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (xiii) Indebtedness of a Restricted Subsidiary of the Borrower existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (xiv) with respect to clause (iii) of Section 10.05(a) only, restrictions encumbering property at the time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (xv) provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements; (xvi) other Indebtedness; provided that (x) the restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, in the good faith judgment of a senior financial officer of the Borrower than those contained in the agreements referenced in clauses (i) and (ii) of this Section 10.05(b) and/or (y) in the case of Indebtedness or other obligations incurred pursuant to clause (xv) of Section 10.04(b), the respective restrictions, to the extent more restrictive than those described in preceding clause (x), apply only to the respective assets and/or Persons so acquired; and (xvii) any encumbrance or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 10.05(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding’s, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xvi) of this Section 10.05(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefunding’s, replacement replacements or refinancings are are, in the good faith judgment of a senior financial officer of the Borrower, not 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 as reasonably determined by the Company or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale dividend or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or other disposition;refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements any Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementssuch Credit Facilities; provided, provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings refinancings: (A) are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the Credit Agreement on the Issue Date as reasonably determined by date of this Indenture or otherwise contain encumbrances and restrictions that apply only in the Company event of and during the continuance of a payment default or a default with respect to a financial ratio covenant contained in such Restricted SubsidiaryCredit Facilities or (B) would not, in the reasonable opinion of the Board of Directors of the Company, impair the Company's ability to pay interest or principal on the Notes; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes Notes, the Subsidiary Guarantees and the 2014 Note GuaranteesSecurity Documents; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofabove; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 4.08(a6.05(a) hereof above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) this Agreement and other agreements governing Existing Indebtedness on the Closing Date; (ii) the Senior Notes Documents and the Additional Senior Notes Documents; (iii) applicable law, rule, regulation or order; (iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (v) purchase money obligations for property acquired and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.05(a)(iii); (vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) provisions limiting the disposition or distribution of assets or property in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in connection with a Permitted Business; (xi) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Borrower or any Restricted Subsidiary is a party entered into in connection with a Permitted Business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of that agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (xii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect on at the Issue Date time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (xiii) Indebtedness of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower; (xiv) with respect only to Section 6.05(a)(iii), restrictions encumbering property at the time such property was acquired by the Borrower or any of its Restricted Subsidiaries, so long as such restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (xv) provisions limiting the disposition or distribution of assets or property in agreements governing Non-Recourse Debt, which limitation is applicable only to the assets that are the subject of such agreements; and (xvi) any encumbrance or restrictions of the type referred to in Sections 6.05(a)(i), 6.05(a)(ii) and 6.05(a)(iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (i) through (xv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of a Financial Officer of the Borrower, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale dividend or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale payment restrictions prior to such amendment, modification, restatement, renewals, increase, supplement, refunding, replacement or other disposition;refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall notNeither the Parent nor either Borrower will, and shall not none of them will permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantors to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its the Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its the Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries. (b) The restrictions in of Section 4.08(a6.05(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement; (ii) agreements governing Existing Indebtedness, the 2023 Indenture, the 2023 Notes and the guarantees thereof and the Second Term Loan Facility and any guarantees thereof, in each case, as in effect on the Issue Repricing Effective Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryRepricing Effective Date; (2iii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guaranteesthis Agreement; (3iv) applicable law, rule, regulation or order; (4v) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness is permitted by this Agreement; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9vi) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (10vii) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii); (11viii) any agreement for the sale or other disposition of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition; (ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (x) Liens permitted to be incurred under Section 6.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiii) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Agreement; and (xiv) any customary encumbrances or restrictions imposed pursuant to an agreement of the type described in the definition of “Permitted Investments.”

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (including for purposes of this clause (3) distributions of property as dividends on capital stock). (b) The However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness, any Credit Facility, including the Credit Agreement, and any other agreements as in effect on the Issue Date date of this Indenture, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes Notes, the Note Guarantees and the 2014 Note GuaranteesSecurity Documents; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property or equipment acquired for use in the ordinary course business of business the Company or any of its Restricted Subsidiaries and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall BP I and BP II will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1i) (A) pay dividends or make any other distributions to BP I, BP II or any Restricted Subsidiaries (1) on its Capital Stock to the Company or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (B) pay any indebtedness Indebtedness owed to the Company BP I, BP II or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company BP I, BP II or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company BP I, BP II or any of its Restricted Subsidiaries. (b) The restrictions ; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facilities, Local Facilities, local overdraft and other local working capital facilities, the Issuers’ Existing Indentures, the 2007 Senior Note Indenture, the 2007 Senior Subordinated Note Indenture, and the 2007 UK Intercreditor Agreement, the August 2011 Security Documents, the February 2011 Security Documents, the October 2010 Security Documents, the 2009 Security Documents, the 2007 Notes Security Documents and the security documents with respect to the Senior Secured Credit Facilities and the Local Facilities; (2) this Senior Secured Notes Indenture, the Senior Secured Notes (and guarantees thereof), the Security Documents and the First Lien Intercreditor Agreement, any Currency Agreement, any agreement or instrument creating a Hedging Obligation and any Additional Intercreditor Agreements;; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by BP I, BP II or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; (7) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements, similar agreements relating solely to such joint venture and other similar agreements entered into in the ordinary course of business; (9) Capitalized Lease Obligations and purchase money obligations for property acquired in the ordinary course of business; (10) customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business; (11) 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; (12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date by Section 4.03 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Senior Secured Notes than the encumbrances and restrictions contained in the Senior Secured Credit Facilities as of the Issue Date (as determined in good faith by the Issuers) or (B) if such encumbrance or restriction is not materially more disadvantageous to the holders of the Senior Secured Notes than is customary in comparable financings (as determined in good faith by the Issuers) and either (x) the Issuers determine that such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Senior Secured Notes as and when they come due or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (13) any encumbrances or restrictions of the type referred to in clause (iii) of Section 4.05(a) above existing by reason of any Lien permitted under Section 4.12; (14) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.05(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, provided instruments or obligations referred to in clauses (1) through (13) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of the Issuers, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary;amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (215) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation restrictions on cash or order; (4) [Reserved]; (5) Indebtedness incurred other deposits or net worth imposed by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses customers under agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2b) make loans or advances to the Company or any of its Restricted Subsidiaries; or; (3c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.; or (bd) The restrictions in Section 4.08(a) hereof shall not apply the case of Rexnord, make any payments with respect to the Securities; except in each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and the other Credit Agreement Documents; (2) this Indenture and the Securities (and guarantees thereof), the indenture governing the Existing 2014 Notes and the Existing 2014 Notes (and any Exchange Existing 2014 Notes and guarantees thereof), the indenture governing the 2016 Notes and the 2016 Notes (and any Exchange 2016 Notes and guarantees thereof), and the indenture governing the Existing Senior Subordinated Notes and the Existing Senior Subordinated Notes (and any Exchange Existing Senior Subordinated Notes and guarantees thereof); (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument relating to Indebtedness of a Person acquired by the Company or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease; (11) 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; (12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is a Guarantor that is Incurred subsequent to the Closing Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Closing Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b); (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially are, in the good faith judgment of the Issuers, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the Issue Date as reasonably determined ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions shall not be deemed a restriction on the property purchased ability to make loans or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall H▇▇▇▇ Energy Partners will not, and shall 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 Equity Interests to the Company H▇▇▇▇ Energy Partners 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 H▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries; (2) make loans or advances to the Company H▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company H▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Equity Interest of a Person acquired by H▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, transportation agreements or purchase and sale or exchange agreements, pipeline and terminals agreements, or similar operational agreements or in licenses or leases, permits and in each case licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than an Excluded Subsidiary) to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries), or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); (2ii) make loans or advances to the Company Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries); or (3iii) transfer any of its properties or assets to the Company Parent Borrower or any of its Restricted Subsidiaries (other than Excluded Subsidiaries). (b) The restrictions in Section 4.08(a6.05(a) hereof above shall not apply to encumbrances or restrictions existing under or by reason of: (1i) this Agreement and other agreements as in effect governing Existing Indebtedness on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryClosing Date; (2ii) the ▇▇▇▇▇▇ ▇▇▇▇ GuaranteesSenior Notes Documents, the 2014 Additional Senior Notes Indenture, Documents and any documents relating to the 2014 Notes and the 2014 Note GuaranteesSenior Secured Notes; (3iii) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9iv) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of businesslicenses; (10v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii); (11vi) any agreement for the sale or other disposition of the stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 6.02 and associated agreements that limit the right of the debtor to dispose of the assets subject to such Liens;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) 9.1 The Company shall Borrower and the Guarantors will not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or contractual restriction on the any Guarantor’s 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 profitsBorrower, or pay any indebtedness Indebtedness owed to the Company or any of its Restricted SubsidiariesBorrower; (2) make loans or advances to the Company or any of its Restricted SubsidiariesBorrower; or (3) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesBorrower. (b) The 9.2 However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements agreements, including, without limitation, those governing Existing Indebtedness (including under the Finance Documents), as in effect on the Issue Utilization Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryUtilization Date; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Senior Secured Note Indenture, the 2014 Notes Senior Secured Notes, the Senior Secured Note Guarantees and the 2014 Note Guaranteesany Additional Intercreditor Agreement; (3) applicable law, rule, regulation or orderorder or governmental license, permit or concession; (4) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (5) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereofare not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (6) Indebtedness Liens and agreements related thereto that were permitted to be incurred by under the ▇▇▇▇▇▇ Subsidiary consisting provisions of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support paragraph 8 that limit the right of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant debtor to clause (5) dispose of Section 4.09(b) hereofthe assets subject to such Liens; (7) [Reserved]provisions contained in agreements governing Indebtedness of the Borrower or Subsidiary incurred subsequent to the Utilization Date pursuant to the provisions of paragraph 6 “— Incurrence of Indebtedness” (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favourable to the Finance Parties than the encumbrances and restrictions contained in the Senior Secured Notes Indenture or that may be contained in the Intercreditor Agreement or in any agreement governing Indebtedness in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Borrower) and the Borrower determines in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Borrower and its Subsidiaries, taken as a whole, to make principal or interest payments on the Senior Secured Notes or under this Agreement; (8) [Reserved]; (9) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts, agreementslicenses and other agreements (including, leaseswithout limitation, permits leases and licenses agreements relating to intellectual property) entered into or issued in the ordinary course of businessa Permitted Business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (119) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending the sale or other disposition; (10) provisions limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Borrower has an investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed under contracts entered into in the ordinary course of a Permitted Business; and (12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Borrower or any Subsidiary;

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: : (1a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company 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; Stock; (2b) make loans or advances or pay any Indebtedness or other obligation owed to the Company Company, the Issuer or any of its Restricted SubsidiariesGuarantor; or or (3c) transfer any of its properties property or assets to the Company Company, the Issuer or any of its Restricted Subsidiaries. Guarantor, except, with respect to clauses (a), (b) The restrictions in Section 4.08(a) hereof shall not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) applicable law, rule, regulation or order; (2) this Indenture, the Notes, the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes, the 2026 Notes and the Guarantees; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements as existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthe contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company dividend or other payment restrictions prior to such Restricted Subsidiary; amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (914) customary non-assignment provisions in contractsjoint venture, partnership, asset sale, sale leaseback and other similar agreements, leases, permits ; and licenses (15) customary provisions in leases and other agreements entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries. (b) The restrictions in this Section 4.08(a) 6.8 hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Closing Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings of those agreements; provided, provided however that such the amendments, restatements, modifications, restatementsrenewals, renewalssupplements, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryClosing Date; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes this Agreement and the 2014 Note Guaranteesother Loan Documents; (3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits leases and licenses (including, without limitation, licenses of intellectual property) entered into or issued in the ordinary course of business; (106) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business and business, Capital Lease Obligations and mortgage financings that impose restrictions on the property purchased or leased of the nature described in clause (3a)(3) of Section 4.08(a) 6.8 hereof; (117) any agreement for the sale or other disposition of assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that the applicable Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred under the provisions of Section 6.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business consistent with past practice or (b) with the approval of the Borrower’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements; (10) other Indebtedness of the Borrower or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 6.9; provided, however that the provisions of such agreement relating to such dividend and other payment encumbrances or restrictions taken as a whole are not materially more restrictive, as determined by the Board of Directors or the Borrower in good faith, than those provisions contained in the agreements governing Existing Indebtedness and the Existing RCF Agreement, in each case as in effect on the Closing Date; (11) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with Section 6.9 and the terms thereof; provided, however that issuance of such preferred stock was made in accordance and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock); (12) supermajority voting requirements existing under corporate charters, bylaws, stockholders’ agreements and similar documents and agreements; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (14) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Agreement; and (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Subject to provisions of ‎Section 4.11(b) below, the Parent Guarantor shall not, and shall 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 restriction of any kind on the ability of any Restricted Subsidiary to: (1i) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Parent Guarantor or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or Subsidiary; (ii) pay any indebtedness Debt owed to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; (2iii) make loans or advances to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; or (3iv) transfer any of its properties property or assets to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary. (b) The restrictions contained in Section 4.08(a‎Section 4.11(a) hereof shall not apply to any encumbrances or restrictions restrictions: (i) [Reserved]; (ii) existing pursuant to the Indenture, the Notes, the Note Guaranty or the other Note Documents; (iii) existing under or by reason of: (1) agreements as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4iv) existing under any agreements or other instruments of, or with respect to any Person, or the property or assets of any Person, at the time the Person is acquired by the Parent Guarantor or any Restricted Subsidiary; which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and (2) were not put in place in anticipation of such event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (v) of the type described in ‎Section 4.11(a)(iv) arising or agreed to (A) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (B) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (C) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Parent Guarantor or any Restricted Subsidiary; (vi) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted hereunder; (vii) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7viii) [Reserved]; (8) ix) [Reserved]; (9x) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business[Reserved]; (10xi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;[Reserved]; or (11xii) any agreement for existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the sale or other disposition entering into of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;such transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall notNeither the Parent nor either Borrower will, and shall not none of them will permit any of its the Restricted Subsidiaries or any Other Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of the Restricted Subsidiary Subsidiaries or Other Guarantors to: (1i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company or any of its the Restricted Subsidiaries; (2ii) make loans or advances to the Company or any of its the Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries. (b) The restrictions in of Section 4.08(a6.05(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1i) any Credit Facility, provided that the encumbrances and restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereof are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in this Agreement; (ii) agreements governing Existing Indebtedness as in effect on the Issue Closing Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted SubsidiaryClosing Date; (2iii) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes New Indenture, the 2014 Senior Secured Notes and the 2014 Note Guaranteesguarantees thereof; (3iv) applicable law, rule, regulation or order; (4v) [Reserved]any instrument governing Indebtedness or Equity Interests of a Person acquired by the Parent, the Company, any of the Restricted Subsidiaries or any Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness is permitted by this Agreement; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9vi) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (10vii) purchase money obligations for property acquired in the ordinary course of business business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of Section 4.08(a) hereof6.05(a)(iii); (11viii) any agreement for the sale or other disposition of a any Restricted Subsidiary or Other Guarantor that restricts distributions by that Restricted Subsidiary or Other Guarantor pending the sale or other disposition; (ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (x) Liens permitted to be incurred under Section 6.10 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiii) restrictions contained in, or in request of, Hedging Obligations permitted to be incurred by this Agreement; and (xiv) any customary encumbrances or restrictions imposed pursuant to an agreement of the type described in the definition of “Permitted Investments.”

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, to create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness or Capital Stock as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) agreements or instruments governing Credit Facilities so long as either (a) the ▇▇▇▇▇▇ ▇▇▇▇ Guaranteesencumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium and Liquidated Damages, if any, on the 2014 Notes Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained herein; (3) this Indenture, the 2014 Notes and the 2014 Note Subsidiary Guarantees; (34) applicable law, rule, regulation or order; (4) [Reserved]; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof); (118) any instrument governing Secured Indebtedness that imposes restrictions on the assets securing such Indebtedness of the nature described in clause (3) of Section 4.08(a); (9) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (11) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (12) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (14) Indebtedness incurred, or preferred stock issued, by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or preferred stock (a) either (i) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (ii) will not materially affect the Company’s ability to pay all principal, interest and premium and Liquidated Damages, if any, on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiary; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guaranteesthis Indenture, the 2014 2010 Notes Indenture, the 2014 Notes Notes, the 2010 Notes, the Note Guarantees and the 2014 2010 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]Indebtedness incurred by RECE and Foreign Subsidiaries of the Company that are Restricted Subsidiaries pursuant to clause (3) of Section 4.09(b) hereof; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting Seward Subsidiaries of Permitted PEDFA Bond Indebtedness or Indebtedness I▇▇▇▇▇▇dness evidenced by or in support of the ▇▇▇▇▇▇ Seward Tax-Exempt Bonds pursuant to clause (5) of Section 4.0▇(▇) ▇ereof; (7) Indebtedness incurred by Texas Genco or TG Holdco pursuant to clause (6) of Section 4.09(b) hereof; (8) Indebtedness incurred by TG Holdco or Texas Genco or any of their Subsidiaries or by the Company and the Guarantors pursuant to clause (7) [Reserved]; (8) [Reserved]of Section 4.09(b) hereof; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (12) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as reasonably determined by the Company or such Restricted Subsidiary; (13) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (14) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (i) in the ordinary course of business or (ii) with the approval of the Company's or the Restricted Subsidiary's Board of Directors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (16) any Purchase Money Note or other Indebtedness or any contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (17) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or similar agreement to which the Company or any Restricted Subsidiary of the Company is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder and/or the proceeds thereof and not to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (18) Indebtedness of a Restricted Subsidiary of the Company existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company; and (19) with respect to clause (3) of Section 4.08(a) hereof only, restrictions encumbering property at the time such property was acquired by the Company or any of its Restricted Subsidiaries, so long as such restrictions relate solely to the property so acquired and were not created in connection with or in anticipation of such acquisition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1i) 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, Subsidiaries or pay any indebtedness Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries; (2ii) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or (3iii) sell, lease or transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries, provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the parent or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) The restrictions in provisions of Section 4.08(a4.11(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements and instruments as in effect on the Issue Date (including the Existing Notes and the indenture governing the Existing Notes, the Existing Guarantees and any security documents related to the foregoing) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments with, as applicable, the same or different counterparties; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictiverestrictive or materially less favorable to the Holders of the Notes, in each case, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2ii) this Indenture, the ▇▇▇▇▇▇ ▇▇▇▇ Notes (including any Additional Notes or PIK Notes), the Guarantees, the 2014 Security Documents, the Senior Secured Notes Indenture, the 2014 Senior Secured Notes, the Senior Secured Notes Guarantees and any security documents relating to the 2014 Note GuaranteesSenior Secured Notes; (3iii) any applicable law, rule, regulation or order; (4iv) [Reserved]any instrument or agreement of or relating to a Person or property or asset acquired by the Parent or any of its Restricted Subsidiaries in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and its Subsidiaries; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred and was not incurred in connection with or in contemplation of such acquisition; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9v) customary non-assignment provisions in contracts, agreements, leases, permits and licenses and similar contracts entered into or issued in the ordinary course of business; (10vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3iii) of Section 4.08(a) hereof4.11(a); (11vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (viii) solely with respect to clause (iii) of Section 4.11(a), Liens permitted to be incurred under Section 4.9 (Limitation on Liens) that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xi) net worth provisions in leases and other agreements entered into by the Parent or any Restricted Subsidiary in the ordinary course of business; (xii) (x) any agreement or instrument relating to (a) Indebtedness of the Parent or any Restricted Subsidiary permitted to be incurred under clause (1) of Section 4.3(b) (Incurrence of Indebtedness and Issuance of Preferred Stock) if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than is customary in comparable financings or agreements (as to which a determination in good faith by the Board of Directors shall be conclusive) or (b) Capital Markets Debt permitted to be incurred under Section 4.3 (Incurrence of Indebtedness and Issuance of Preferred Stock) ( if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially less favorable to the Holders of the Notes than those contained in this Indenture (as to which a determination in good faith by the Board of Directors shall be conclusive) and (y) either (i) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Issuer to make payments of principal and interest on the Notes when due or (ii) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiii) any encumbrances or restrictions with respect to this Indenture, the Notes, PIK Notes, any Guarantee, the Security Documents, the Senior Secured Notes Indenture, the Senior Secured Notes, the Senior Secured Notes Guarantees or any security documents relating to the Senior Secured Notes; and (xiv) any encumbrance or restriction applicable to a Restricted Subsidiary at the time it becomes a Restricted Subsidiary that is not created in contemplation thereof shall not be deemed to be so created, provided that such restriction apply only to such Restricted Subsidiary, and provided further that the exception provided by this clause (14) shall not apply to any encumbrance or restriction contained in any Indebtedness that refunds, refinances, replaces, defeases or discharges any Indebtedness which was in existence at the time such Restricted Subsidiary became a Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall PBFX will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of PBFX (other than Finance Corp.) that is not a Subsidiary Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor; provided that the priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock; (2) make loans or advances to the Company PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor; or (3) sell, lease or transfer any of its properties or assets to the Company PBFX or any of its Restricted SubsidiariesSubsidiaries that is a Subsidiary Guarantor. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements as in effect on the Issue Date Date, the Credit Agreements and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Subsidiary Guarantees; (3) agreements governing other Indebtedness, Disqualified Stock or Preferred Stock, the incurrence or issuance of which is not prohibited by the covenant described above under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Subsidiary Guarantees and, in the good faith judgment of PBFX determined at the time of the incurrence of such Indebtedness, Disqualified Stock or Preferred Stock, the encumbrances and restrictions contained therein will not materially impair PBFX’s ability to make payments under the notes when due; (4) applicable law, rule, regulation or order; (4) [Reserved]; (5) any instrument governing Indebtedness or Equity Interest of a Person acquired by PBFX or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by REMA pursuant the terms of this Indenture to clause (4) of Section 4.09(b) hereofbe incurred; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licenses leases entered into or issued in the ordinary course of business; (107) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (11) 8) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of such Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending the such sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; (12) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (15) secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness and any related encumbrance or restriction contained in security agreements, mortgages or purchase money agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The However, the preceding restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any other agreement, including Credit Facilities and the Subordinated Note Indenture as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits licenses and licenses other commercial agreements entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of all or substantially all of the Capitol Stock of assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the senior management or Board of Directors of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Any restriction on the transfer of assets under any Lien permitted under this Indenture imposed by the holder of the Lien; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Each of the Company shall and Gator Express will not, and shall will not permit any of its respective 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: (1A) pay dividends or make any other distributions on its Capital Stock to the Company Company, Gator Express or any of its their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; or (B) pay any indebtedness owed to the Company Company, Gator Express or any of its their Restricted Subsidiaries; (2) make loans or advances to the Company Company, Gator Express or any of its their Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company Company, Gator Express or any of its their Restricted Subsidiaries. (b) The restrictions in Section 4.08(a4.07(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of:: #100513604v3 (1) agreements or instruments governing existing Indebtedness as in effect on the Notes Issue Date and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that, provided that such the amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacement replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments on the Notes Issue Date as reasonably determined by the Company or such Restricted SubsidiaryDate; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes Indenture, the 2014 Notes and the 2014 Note GuaranteesFinance Documents; (3) applicable law, rule, regulation or order; (4) [Reserved]; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (105) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations capital lease obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereofleased; (116) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (7) Indebtedness permitted pursuant to Section 4.08, including Replacement Debt; provided that in the case of Replacement Debt the restrictions contained in the agreements governing such Replacement Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) Liens permitted to be incurred pursuant to Section 4.14 that limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, security agreements, mortgages, purchase money agreements and other similar agreements or instruments entered into with the approval of the Board of Directors (or equivalent governing body) of the Company, Gator Express, the Pledgor or the applicable Restricted Subsidiary, which limitation is applicable only to the assets that are the subject of such agreements; (10) Permitted Hedging Instruments; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or (12) in respect of CFCo, the Common Facilities Agreement. #100513604v3

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or 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 SubsidiariesSubsidiaries or, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof shall will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Credit Facilities as in effect on the Issue Date date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, ; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacement replacements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiarydate of this Indenture; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and the 2014 Note Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) [Reserved]any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant to clause (5) of Section 4.09(b) hereof; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits contracts and licenses entered into or issued in the ordinary course of business; (106) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (117) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the such sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) customary limitations on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, lease agreements, licenses and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; and (13) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1) and (2) of this Section 4.08(b) above.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Holdings shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Issuer or Restricted Subsidiary to: (1a) (i) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary (1) on its Capital Stock to the Company Stock; or any of its Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, ; or (ii) pay any indebtedness Indebtedness owed to the Company Holdings or any of its Restricted SubsidiariesSubsidiary; (2b) make loans or advances to the Company Holdings or any of its Restricted SubsidiariesSubsidiary; or (3c) sell, lease or transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries. (b) The restrictions Subsidiary; except in Section 4.08(a) hereof shall not apply to each case for such encumbrances or restrictions existing under or by reason of: (1) agreements as (A) contractual encumbrances or restrictions in effect on the Issue Date Date, including pursuant to the Existing Senior Notes (including any guarantee thereof), the Second Lien Term Facility (including any guarantee thereof), the 2024 Priority Senior Secured Notes (including any guarantee thereof), the 2024 Senior Secured Notes (including any guarantee thereof) and the 2025 Senior Secured Notes (including any guarantee thereof) and (B) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement agreements or refinancings are not 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 as reasonably determined by the Company or such Restricted Subsidiaryinstruments; (2) the ▇▇▇▇▇▇ ▇▇▇▇ Guarantees, the 2014 Notes this Indenture, the 2014 Notes and or the 2014 Note Subsidiary Guarantees; (3) applicable law, law or any applicable rule, regulation or order; (4) [Reserved]any agreement or other instrument of a Person acquired by Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (5) Indebtedness incurred by REMA contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to clause (4) an agreement entered into for the sale or disposition of Section 4.09(b) hereofthe Capital Stock or assets of such Restricted Subsidiary; (6) Secured Indebtedness incurred by otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limit the ▇▇▇▇▇▇ Subsidiary consisting of Permitted PEDFA Bond Indebtedness or Indebtedness evidenced by or in support right of the ▇▇▇▇▇▇ Tax-Exempt Bonds pursuant debtor to clause (5) dispose of Section 4.09(b) hereofthe assets securing such Indebtedness; (7) [Reserved]; (8) [Reserved]; (9) customary non-assignment provisions in contracts, agreements, leases, permits and licenses restrictions on cash or other deposits or net worth imposed by customers under contracts entered into or issued in the ordinary course of business; (108) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property purchased or leased so acquired; (10) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of the nature described in clause (3) of Section 4.08(a) hereofbusiness; (11) in the case of clause (c) above, any agreement for encumbrance or restriction that restricts in a customary manner the sale subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other disposition contracts; (12) any encumbrance or restriction of a Restricted Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionsuch restrictions apply only to such Receivables Subsidiary;