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

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture; (7) 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 will Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation regulation, order, licenses, permits or ordersimilar governmental, judicial or regulatory restriction; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company 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 Capital Stock was 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 provided, however, that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (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; (1213) any instrument governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionan FERC Subsidiary, provided that such restrictions apply only Indebtedness was otherwise permitted by this Indenture to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenturebe incurred; provided that such restrictions apply only to such Foreign Subsidiary;and (14) Indebtedness Hedging Obligations incurred pursuant from time 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 refinancingtime.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary 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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture 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 agreements; provided thereof, PROVIDED that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date of this Indenture; (23) this Indenture, the Notes and any Subsidiary the Note Guarantees; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock of a Person acquired by by, merged into or consolidated with the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition acquisition, merger or consolidation (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 , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in contracts and licenses leases entered into in the ordinary course of business; (67) 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) of this Indenture; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending preceding paragraph on the sale or other dispositionproperty so acquired; (8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise permitted restrictions with respect to be incurred under Sections 4.09 and 4.12 sales of this Indenture that limits the right assets or dispositions of stock of the debtor Company or any Restricted Subsidiary imposed pursuant to dispose agreements relating to the sale of the such assets subject to such Liens;or stock; or (10) provisions limiting the disposition any instrument governing Acquired Debt, or distribution any Lien in respect of assets or property in joint venture agreementsAcquired Debt, 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 assumed in connection with a Qualified Receivables Transactionassets acquired by the Company or any of its Restricted Subsidiaries, provided that as in effect at the time of such restrictions apply only acquisition, which encumbrance or restriction does not extend 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 any other assets of the Company determines in good faith at or any of its Restricted Subsidiaries, PROVIDED such Acquired Debt was permitted by the time such dividend or other payment restrictions are created that they do not materially adversely affect the Company’s ability terms of this Indenture 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 refinancingbe incurred.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes Notes, the Note Guarantees, the Security Documents and any Subsidiary Guaranteesthe Intercreditor Agreement; (3) applicable law, rule, regulation or order, approval, license, permit or similar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) any agreement for the sale or other disposition Disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionDisposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture that limits the right of the debtor to dispose of the assets subject to such LiensSection 4.13 hereof; (10) provisions limiting the disposition 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) any agreement governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionincurred after the Issue Date permitted under Section 4.09 hereof, provided that the restrictions contained in any such restrictions apply only agreement, taken as a whole, are not materially less favorable to such Receivables Subsidiarythe Holders of the Notes than those contained in the agreements governing Existing Indebtedness; (13) Indebtedness 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 a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenturethe acquisition thereof; provided that such restrictions apply only to such Foreign Subsidiary;or (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, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of the contracts, instruments or obligations Obligations referred to in clauses (1) through (1413) above, ; provided that such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings areare not materially more restrictive, in the good faith judgment of the Company’s Board of Directorstaken as a whole, no more restrictive with respect to such dividend and or other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendmentamendments, modificationrestatements, restatementmodifications, renewalrenewals, increasesupplements, supplement, refundingrefundings, replacement or refinancingrefinancings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Holdings will not, and 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Holdings or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 no not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 Company’s Board of DirectorsDirectors 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 by customers under contracts entered into in the ordinary course of business;; and (12) agreements governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only permitted to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary be incurred pursuant to clause (15) of Section 4.09(b) of this Indenture4.09 hereof; provided that such restrictions apply only the provisions relating to such Foreign Subsidiary; (14) Indebtedness incurred pursuant encumbrance or restriction contained in such Indebtedness, taken as a whole are not materially more restrictive to clause (17) of Section 4.09(b) of this Indenture; providedthe Company or Holdings, howeveras applicable, that as determined by the Board of Directors of the Company determines or Holdings, as applicable, in its reasonable and good faith at judgment, than 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 provisions contained in the dividend Credit Agreement or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthis Indenture as in effect on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will 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) will not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guarantees; (3) 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 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)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided thatthat any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the case manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary Person pending the sale or other disposition; (8) Permitted Refinancing Indebtednessclosing of such sale; 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 agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness secured by or other contractual requirements of a Lien Securitization Entity in connection with a Qualified Securitization Transaction; provided that was otherwise 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 Sections 4.09 this Indenture; provided that any such restrictions are ordinary 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 customary with the approval of the Company’s Board of Directors, which limitation is applicable only respect to the assets that are type of Indebtedness being incurred or Preferred Stock being issued (under the subject of such agreements; relevant circumstances); (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (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 (144) and (6) through (12) above, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of DirectorsDirectors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (14) customary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Borrower shall not, and will 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) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities as (i) contractual encumbrances or restrictions in effect on the date of 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 Indenture 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, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indentureor instruments; (2ii) this (x) the 2023 Notes Indenture, the 2023 Notes and any Subsidiary Guaranteesor 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; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in contracts and licenses or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) 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) of this Indenture; (7) any agreement for the sale or other disposition of a the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing vi) Secured 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 Incurred pursuant to Section 7.1 and 4.12 of this Indenture Section 7.7 that limits the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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; (11vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12viii) Indebtedness 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 contractual requirements contracts; (xii) any encumbrance or restrictions restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables TransactionSecuritization Financing; provided, provided however, that such restrictions apply only to such Receivables Securitization Subsidiary; (13xiii) Indebtedness other Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary incurred 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 clause (15) of Section 4.09(b) of this Indenture; provided that such restrictions apply only to such Foreign Subsidiary7.1; (14xiv) Indebtedness incurred pursuant to clause (17) of any Restricted Investment not prohibited by 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; and7.2 and any Permitted Investment; (15xv) any encumbrances or restrictions of the type referred to in clauses Section 7.3(a) or (1), (2b) and (3) of Section 4.08(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xiv) 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 DirectorsB▇▇▇▇▇▇▇, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (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 ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any 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) will shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements agreements, including, without limitation, those governing Existing Indebtedness and or Credit Facilities Facilities, as in effect or committed to on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or orderorder or governmental or other license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts contracts, licenses and licenses other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Financing Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) of this Indenture4.15(a)(3); (7) 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 no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien Liens and agreements related thereto that was otherwise were permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture that limits 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 entered into with the approval of the Company’s Board of Directorsagreements, 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 by customers under contracts entered into in the ordinary course of business; (12) Indebtedness customary provisions restricting the disposition of real property interests set forth in any easements or other contractual requirements similar agreements or restrictions arrangements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables the Company or any Restricted Subsidiary; (13) Indebtedness provisions restricting the transfer of a Foreign Subsidiary incurred pursuant to clause (15) any Capital Stock of Section 4.09(b) of this Indenturean Unrestricted Subsidiary; provided that such restrictions apply only to such Foreign Subsidiary;and (14) Indebtedness of a Co-Issuer or any Restricted Subsidiary incurred subsequent to the Issue Date pursuant to clause (17) the provisions of Section 4.09(b4.10 (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; provided, however, Indenture or that may be contained in any Credit Facility in accordance with this Section 4.15 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Board of Directors of Company) and either (x) the Company determines in good faith at the time that such dividend encumbrance or other payment restrictions are created that they do restriction shall not materially adversely affect in any material respect the Company’s ability to fulfill its Obligations under make principal or interest payments on the Notes; and Notes as and when due or (15y) any encumbrances such encumbrance 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, restriction applies only in the good faith judgment event of and during the Company’s Board continuance of Directors, no more restrictive with respect to a default under 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 refinancingIndebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will 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 . However, the preceding restrictions in Section 4.08(a) will 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 date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes, the Second Priority Senior Secured Notes and the indentures governing such notes, and the Term Loan Agreement or any Subsidiary Guaranteesother indenture governing letters of credit, loans or debt securities issued by or on behalf of the Company that are no more restrictive, taken as a whole, with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in this Indenture, the Notes, the Second-Priority Senior Secured Notes and the indentures governing such notes, and the Term Loan Agreement as in effect on the date of this Indenture; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of businessbusiness and consistent with past practices; (65) 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) of this Indenture); (76) 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) 7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any 8) Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture herein that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 Company’s 's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (10) any encumbrance or restriction imposed pursuant to the terms of any Non-Recourse Debt incurred pursuant to clause (6) of the definition of Permitted Debt or any preferred stock issued pursuant to clause (7) of the definition of Permitted Debt; provided that such encumbrance or restriction, in the written opinion of the President, Vice Chairman, Chief Operating Officer or Chief Financial Officer of the Company, (x) is required in order to obtain such financing or to place such preferred stock, (y) is customary for such financings or placements and (z) applies only to the assets or revenues of the applicable Restricted Subsidiary; (11) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Debt incurred pursuant to clause (10) of the definition of Permitted Debt; provided that such encumbrance or restriction was not incurred in connection with or in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary; and (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (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 ; 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(a4.07(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Notes Issue Date and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect or instruments on the date of this IndentureNotes Issue Date; (2) this Indenture, the Notes and any Subsidiary GuaranteesFinance Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (65) 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) of this Indenture4.07(a); (76) 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 Indebtedness7) Indebtedness permitted pursuant to Section 4.08, including Replacement Senior Debt; provided that in the case of Replacement Senior Debt the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Replacement Senior Debt are no not materially 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 8) Liens permitted to be incurred under Sections 4.09 and 4.12 of this Indenture pursuant to Section 4.14 that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 DirectorsDirectors of the Company, Holdco or the applicable Restricted Subsidiary, which limitation is applicable only to the assets that are the subject of such agreements; (10) Permitted Hedging Instruments; or (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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) (A) 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 (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(a4.07(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness and Credit Facilities existing indebtedness as in effect on the date of this Indenture Notes Issue Date and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect or instruments on the date of this IndentureNotes Issue Date; (2) the Common Terms Agreement, this Indenture, the Notes Notes, the Note Guarantees and any Subsidiary Guaranteesthe Security Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (65) 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) of this Indenture4.07(a); (76) 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) 7) Permitted Indebtedness, including Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise 8) Liens permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture Section 4.11 that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 DirectorsDirectors of the Company, which limitation is applicable only to the assets that are the subject of such agreements; (10) Permitted Hedging 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; (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 Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any 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) will not apply to encumbrances or restrictions existing under under, permitted by or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as contractual encumbrances or restrictions in effect on the date of this Indenture and any amendmentsIssue Date, modificationsincluding, restatementswithout limitation, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect pursuant to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect existing on the date of this IndentureIssue Date; (2) this Indenture, the Notes Notes, the Guarantees, the Security Documents and any Subsidiary Guaranteesthe Intercreditor Agreement; (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) any instrument governing Indebtedness agreement for the sale or Capital Stock other disposition of a Person acquired Restricted Subsidiary that restricts distributions by the Company that Restricted Subsidiary pending its sale 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 incurreddisposition; (5) customary non-assignment provisions in contracts and licenses entered into Refinancing Indebtedness; provided that the restrictions contained in the ordinary course of businessagreements 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 on the property purchased or leased of the nature described in clause (3c) of Section 4.08(a) of this Indentureabove on the property so acquired; (7) applicable law or any agreement for the sale applicable rule, regulation or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionorder; (8) Permitted Refinancing Indebtedness; provided that any agreement or other instrument of a Person acquired by the restrictions contained Issuer or any Restricted Subsidiary in existence at the agreements governing time of such Permitted Refinancing Indebtedness are no more restrictiveacquisition (but not created in contemplation thereof), taken as a whole, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than those contained in the agreements governing Person or the Indebtedness being refinancedproperty or assets of the Person so acquired; (9) customary provisions restricting subletting or assignment of any Indebtedness secured by lease governing 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 Liensleasehold 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 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 CompanyIssuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (1114) 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; (1315) Indebtedness of a Foreign Restricted Subsidiary permitted to be incurred pursuant to clause (15) of under Section 4.09(b) of this Indenture4.03; provided that (A) such encumbrances or restrictions apply only are ordinary and customary with respect to the type of Indebtedness being incurred and (B) such Foreign Subsidiary; (14) Indebtedness incurred pursuant encumbrances or restrictions will not affect the Issuer’s ability to clause (17) make payments of Section 4.09(b) of this Indenture; providedprincipal or interest payments on the Notes, however, that the Board of Directors of the Company determines as determined in good faith at by the time such dividend or other payment restrictions are created that they do not materially adversely affect the CompanyIssuer’s ability to fulfill its Obligations under the NotesBoard of Directors; andor (1516) 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), (2), (3) through and (14) 8) above, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the CompanyIssuer’s Board of Directors, no more restrictive with respect to such dividend and other payment 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and the Credit Facilities Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes Notes, the Note Guarantees, the Security Documents and any Subsidiary Guaranteesthe Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien Permitted Liens that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits 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; (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 Midwest will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of 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) will not apply to encumbrances or restrictions existing under or by reason of: (1) this Indenture and the Notes; (2) agreements governing Existing existing Indebtedness of Midwest and any of its affiliates and Credit Facilities as in effect on the 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 the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no 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 such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and contracts, agreements, leases, permits or licenses entered into or issued in the ordinary course of businessbusiness and consistent with past practices; (65) 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) of this Indenturehereof; (76) 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) 7) Permitted Refinancing Indebtedness; provided provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced (as determined in good faith by an officer of Midwest and evidenced by an Officers' Certificate delivered to the Trustee); (9) any 8) Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such LiensLien or to use the proceeds of any such disposition; (109) 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 Company’s Midwest's Board of Directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;; and (1110) restrictions on provisions restricting cash or other deposits or net worth imposed by customers or suppliers 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 will Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company 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 Capital Stock was Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in contracts 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, in each case entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (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 (1213) any instrument governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionan FERC Subsidiary, provided that such restrictions apply only Indebtedness was otherwise permitted by this Indenture 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 refinancingbe incurred.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) encumbrances or restrictions pursuant to agreements (including agreements governing Existing Indebtedness and Credit Facilities Funded Debt) as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, Indenture and the Notes and any Subsidiary GuaranteesSecurities; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness Funded Debt (or Liens related thereto) or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness 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 IndebtednessFunded Debt, such Indebtedness Funded Debt was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 IndebtednessDebt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness Funded Debt being refinanced; (9) any Indebtedness secured by a Lien that was otherwise 8) security agreements relating to Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to transfer or dispose of the assets subject to such Liens; (109) 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 's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (1110) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any 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) Indebtedness 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 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 Subsidiarysimilar Person; (13) Indebtedness restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course 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 Subsidiarybusiness; (14) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) the Credit Agreement as in effect on the date 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)agreement, (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, increasesupplement, 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 whole than those under or pursuant to the agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingrefinancing evidencing the Funded Debt so extended, renewed, refinanced or replaced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will 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) will 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 Facilities, as in effect or committed to on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or orderorder or governmental or other license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts contracts, licenses and licenses other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business; (6) 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 (3Section 4.15(a)(3) of Section 4.08(a) of this Indenturehereof; (7) 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 no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien Liens and agreements related thereto that was otherwise were permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture that limits 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 entered into with the approval of the Company’s Board of Directorsagreements, 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 by customers under contracts entered into in the ordinary course of business; (12) Indebtedness 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 Section 4.15 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 or restrictions of a Receivables Securitization Subsidiary in connection with a Qualified Receivables Securitization 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 Securitization Subsidiary or the Securitization Assets that are subject 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 refinancingQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided PROVIDED that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by by, or merged, consolidated, amalgamated or otherwise combined with or into the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition acquisition, merger, consolidation, amalgamation or other combination (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition, merger, consolidation, amalgamation or other combination), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 '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; (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 will Borrower shall not, and will 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) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities as (i) contractual encumbrances or restrictions in effect on the date of 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 Indenture Agreement, the other Loan Documents, the ABL 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, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indentureor instruments; (2ii) this (x) the 2023 Notes Indenture, the 2023 Notes and any Subsidiary Guaranteesor the guarantees thereunder, (y) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in contracts and licenses or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) 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) of this Indenture; (7) any agreement for the sale or other disposition of a the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing vi) Secured 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 Incurred pursuant to Section 7.1 and 4.12 of this Indenture Section 7.7 that limits the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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; (11vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12viii) Indebtedness 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 contractual requirements contracts; (xii) any encumbrance or restrictions restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables TransactionSecuritization Financing; provided, provided however, that such restrictions apply only to such Receivables Securitization Subsidiary; (13xiii) Indebtedness other Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary incurred 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 clause (15) of Section 4.09(b) of this Indenture; provided that such restrictions apply only to such Foreign Subsidiary7.1; (14xiv) Indebtedness incurred pursuant to clause (17) of any Restricted Investment not prohibited by 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; and7.2 and any Permitted Investment; (15xv) any encumbrances or restrictions of the type referred to in clauses Section 7.3(a) or (1), (2b) and (3) of Section 4.08(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xiv) 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 DirectorsB▇▇▇▇▇▇▇, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (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 ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and 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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness and Credit Facilities or Capital Stock as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; agreements or instruments, 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 payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect or instruments on the date of this IndentureIssue Date; (2) agreements or instruments governing Credit Facilities 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 and Liquidated Damages, if any, on the 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 Notes and any the Subsidiary Guarantees; (34) applicable law, rule, regulation or order; (45) 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; (56) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (67) 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) of this Indenture); (78) 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; (8) 10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (911) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1012) 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; (1113) 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;and (14) Indebtedness incurred pursuant 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 clause a financial covenant in such agreement or instrument or (17ii) of Section 4.09(b) of this Indenture; providedwill not materially affect the Company’s ability to pay all principal, howeverinterest and premium and Liquidated Damages, that if any, on the Notes, as determined in good faith by the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions Company, whose determination shall be conclusive; and (b) are created that they do not materially adversely affect more disadvantageous to the Company’s ability to fulfill its Obligations under the Notes; and (15) any encumbrances or restrictions Holders of the type referred to Notes than is customary 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 refinancingcomparable financings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 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 date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, licenses and licenses other commercial agreements entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 no 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 Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits imposed by the right holder of the debtor to dispose of the assets subject to such LiensLien; (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; (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 Each of the Company and Gator Express will not, and 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) will not apply to encumbrances or restrictions existing under or by reason of:: #100513604v3 (1) agreements or instruments governing Existing existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Notes Issue Date and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that that, the amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect or instruments on the date of this IndentureNotes Issue Date; (2) this Indenture, the Notes and any Subsidiary GuaranteesFinance Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (65) 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) of this Indentureleased; (76) 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 Indebtedness7) 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 Permitted Refinancing Indebtedness Replacement Debt are no not materially 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 8) Liens permitted to be incurred under Sections 4.09 and 4.12 of this Indenture pursuant to Section 4.14 that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 DirectorsDirectors (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) Indebtedness or other contractual requirements or restrictions in respect of a Receivables Subsidiary in connection with a Qualified Receivables TransactionCFCo, 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.Common Facilities Agreement. #100513604v3

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Closing Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureClosing Date; (2) this Indenture, Agreement and the Notes and any Subsidiary Guaranteesother Loan Documents; (3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (6) 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) of this Indenture6.8 hereof; (7) 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) 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 Liens permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture Section 6.12 hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 CompanyBorrower’s Board of Directors, which limitation is 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 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 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; (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 will shall not, and will 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) will not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guarantees; (3) 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 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)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided thatthat any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the case manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary Person pending the sale or other disposition; (8) Permitted Refinancing Indebtednessclosing of such sale; 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 agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness secured by or other contractual requirements of a Lien Securitization Entity in connection with a Qualified Securitization Transaction; provided that was otherwise 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 Sections 4.09 this Indenture; provided that any such restrictions are ordinary 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 customary with the approval of the Company’s Board of Directors, which limitation is applicable only respect to the assets that are type of Indebtedness being incurred or Preferred Stock being issued (under the subject of such agreements; relevant circumstances); (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (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 (144) and (6) through (12) above, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of DirectorsDirectors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (14) customary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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(a3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Debt Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes Notes, the Note Guarantees, the Collateral Documents and any Subsidiary Guaranteesthe Intercreditor Agreement; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and contracts, leases or licenses entered into in the ordinary course of business; (6) 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 (3Section 3.4(a)(3) of Section 4.08(a) of this Indenturehereof; (7) 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 not 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 Liens permitted to be incurred under Sections 4.09 the provisions of Section 3.6 and 4.12 of this Indenture restrictions in the agreements relating thereto that limits limit the right of the debtor to dispose of the assets subject to such Liens; (10) 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 Company’s Board of DirectorsDirectors and otherwise permitted under this Indenture, which limitation is applicable only to the assets that are the subject of such agreements; provided that with respect to any joint venture agreement relating to a Restricted Subsidiary, such provisions will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Board of Directors of the Company); (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 any encumbrance or other contractual requirements or restrictions of a Receivables Subsidiary restriction in connection with a Qualified Receivables Transactionan acquisition of property, provided that so long as such restrictions apply only encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such Receivables Subsidiaryacquisition; (13) Indebtedness 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 Foreign Subsidiary incurred pursuant Person other than on a pro rata basis; (14) restrictions on the transfer of assets subject to clause any Lien permitted under this Indenture imposed by the holder of such Lien; (15) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of Section 4.09(bownership interests in such partnership, limited liability company, joint venture or similar Person; provided that such provisions shall not restrict the foreclosure upon and sale of the applicable Collateral by the Collateral Agent or the distribution of the net proceeds of any such sale to the Holders; (16) 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; (17) restrictions on the ability of any Foreign Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in documentation governing Indebtedness of such Subsidiary permitted to be incurred under this Indenture; provided that such restrictions apply only will not materially affect the Company’s ability to such Foreign Subsidiary; make anticipated principal or interest payments on the Notes (14) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, that as determined in good faith by 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 (1518) 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 (1417) above, ; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare not materially more restrictive, in the good faith judgment of the Company’s Board of DirectorsDirectors of the Company, no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the dividend encumbrances 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 will shall not, and will 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) will 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 date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture, as determined in good faith by the Board of Directors of the Company; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment or change in control provisions in contracts and licenses entered into in the ordinary normal course of business; (6) 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) of this Indenturehereof; (7) 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 no 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) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 '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, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary normal 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 Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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) customary non-assignment provisions in contracts contracts, leases, conveyances and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture Section 4.13 hereof that limits 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 the Company’s Holdings's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (1115) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (1216) 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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 this Section 4.08(a) 4.08 will not apply to encumbrances or restrictions existing under or by reason of: (1) the Second Lien Notes Indenture, the Second Lien Notes, the Second Lien Note Guarantees and agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes Notes, the Note Guarantees and any Subsidiary Guaranteesthe other Note Documents; (3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (6) 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 (3) of Section 4.08(a) of this Indenturehereof; (7) 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) 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 Company’s Board of Directors, which limitation is limitations are applicable only to the assets or property that are the subject of such agreements; (10) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.09; provided 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 Company in good faith, than those provisions contained in the agreements governing Existing Indebtedness, the Existing Revolving Credit Agreement, the Existing Term Loan Agreement, the 1.5 Lien Term Loan Agreement and the Second Lien Notes Indenture, in each case as in effect on the Issue Date; (11) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with Section 4.09 and the terms thereof; provided 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 Indenture; and (15) 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 will shall not, and will 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) will 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 date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; , provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date as reasonably determined by the Company or such Restricted Subsidiary; (2) this Indenture, the 2010 Notes Indenture, the Notes, the 2010 Notes, the Note Guarantees and any Subsidiary the 2010 Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock incurred by RECE and Foreign Subsidiaries of a Person acquired by the Company or any of its that are Restricted Subsidiaries as in effect at the time pursuant to clause (3) 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 incurredSection 4.09(b) hereof; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the Seward Subsidiaries of Permitted PEDFA Bond Indebtedness or 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) of Section 4.09(b) hereof; (9) customary non-assignment provisions in contracts contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (610) 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) of this Indenturehereof; (711) 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) 12) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as reasonably determined by the Company or such Restricted Subsidiary; (913) any Indebtedness secured by a Lien Permitted Liens that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1014) 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 's or the Restricted Subsidiary's Board of DirectorsDirectors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (1115) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1216) any Purchase Money Note or other Indebtedness or other any contractual requirements or restrictions of a Receivables Subsidiary Securitization Entity in connection with a Qualified Receivables Securitization 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 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; (1418) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, that the Board of Directors a Restricted Subsidiary of the Company determines in good faith existing at the time it became a Restricted Subsidiary if such dividend restriction was not created in connection with or other payment restrictions are created that they do not materially adversely affect 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’s ability to fulfill its Obligations under the Notes; and (1519) any encumbrances or restrictions of the type referred with respect to in clauses (1), (2) and clause (3) of Section 4.08(a) imposed hereof only, restrictions encumbering property at the time such property was acquired by the Company or any amendmentsof its Restricted Subsidiaries, modifications, restatements, renewals, increases, supplements, refundings, replacements so long as such restrictions relate solely to the property so acquired and were not created in connection with or refinancings in anticipation 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 refinancingacquisition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company PBFX will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date, the Credit Agreements and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, increasessupplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings restrictions therein are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any the Note Subsidiary GuaranteesGuarantees 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; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock Equity Interest of a Person acquired by the Company PBFX or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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; (56) customary non-assignment provisions in contracts contracts, agreements, licenses and licenses leases entered into in the ordinary course of business; (67) 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) of this Indenturehereof; (7) 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; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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; (1112) 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; (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 secured Indebtedness that limits the right of the type referred debtor 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 dispose of the contracts, instruments assets securing such Indebtedness and any related encumbrance 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 restriction contained in the dividend security agreements, mortgages or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingpurchase money agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will notNeither the Parent nor either Borrower will, and none of them will not 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) will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness any Credit Facility, provided that the encumbrances and Credit Facilities as in effect on the date of this Indenture restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such this Agreement; (ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of this Indenturethose 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 Closing Date; (2iii) this the New Indenture, the Senior Secured Notes and any Subsidiary Guaranteesthe guarantees thereof; (3iv) applicable law, rule, regulation or order; (4v) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Parent, the Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was 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 was is permitted by the terms of this Indenture to be incurredAgreement; (5vi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6vii) 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) of this Indenture6.05(a)(iii); (7viii) 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; (8) ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9x) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and 4.12 of this Indenture Section 6.10 that limits limit the right of the debtor to dispose of the assets subject to such Liens; (10xi) 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 Directorsagreements, which limitation is applicable only to the assets that are the subject of such agreements; (11xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xiii) Indebtedness restrictions contained in, or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionrequest of, provided that such restrictions apply only Hedging Obligations permitted to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary be incurred pursuant to clause (15) of Section 4.09(b) of by 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 NotesAgreement; and (15xiv) any customary encumbrances or restrictions imposed pursuant to an agreement 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, described in the good faith judgment definition 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“Permitted Investments.”

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatementsincreases, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect or instruments on the date of this IndentureIssue Date; (2) this Indenture, the Notes and any the Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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; (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 will and the Guarantor shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company 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) will 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 date of this Indenture (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefinancings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities Indebtedness, as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guaranteesthe Other Notes; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries 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 or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses leases entered into in the ordinary course of businessbusiness and consistent with past practices; (6) 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) of this Indenturethe preceding paragraph; (7) 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) any Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Sections 4.09 and 4.12 of this Indenture Section 4.14 that limits limit the right of the debtor Company or any of its Restricted Subsidiaries or the Guarantor or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens;Lien; 60 (10) provisions limiting with respect to 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 in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (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 or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only permitted to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary be incurred pursuant to clause (15) of under Section 4.09(b) of this Indenture4.10; provided that such restrictions apply only to such Foreign Subsidiary;are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (1413) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, restrictions that are not materially more restrictive than customary provisions in comparable financings and the Board of Directors management of the Company determines in good faith at the time that such dividend or other payment restrictions are created that they do will not materially adversely affect impair the Company’s 's ability to fulfill its Obligations make payments as required 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 will not, not and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) agreements or instruments governing Indebtedness incurred pursuant to clause (1) of the definition of “Permitted Debt” 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 and Liquidated Damages, if any, on, the Notes, or (b) the encumbrances or restrictions contained therein are no more restrictive, taken as a whole, than those contained in the Notes and this Indenture (3) this Indenture, the Notes and any Subsidiary the Guarantees; (34) applicable law, rule, regulation or order; (45) 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; (56) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (67) 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) of this Indenturehereof; (7) 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; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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 (1112) 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and the New Senior Credit Facilities Facility as in effect on the date of this Indenture April 24, 2002 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities agreements, as in effect on the date of this IndentureApril 24, 2002; (2) this Indenture, the Notes and any the Subsidiary Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts leases, licenses and licenses other agreements entered into in the ordinary course of businessbusiness and consistent with past practices; (6) 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) of this Indenture); (7) 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) any Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Lienslien; (10) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreementsagreements , asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;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; (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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; , 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 payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any the Subsidiary Guarantees (including the Exchange Notes and related Subsidiary Guarantees); (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture); (7) 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 LiensLien; (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 (1513) of Section 4.09(b4.09(b)(6) of this Indenture; below provided that such restrictions apply only to such Foreign Subsidiary; (14) Indebtedness incurred pursuant to clause (1714) of Section 4.09(b) of this Indenturebelow; 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 will not, and will 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) will not apply to Obligor, except for such encumbrances or restrictions existing under or by reason of: reasons of (1I) agreements governing Existing Indebtedness and Credit Facilities or other agreements as in effect on the date of this Indenture hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or refinancings are no 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 agreements governing Existing Indebtedness and Credit Facilities other agreements, as in effect on the date of this Indenture; hereof, (2II) this IndentureAgreement, the Notes and any Subsidiary Guarantees; (3III) applicable law, rule(IV) (x) any agreement or instrument governing or relating to Permitted Bank Debt, regulation 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 order; 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 (4A) 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 Indebtedness Debt or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries Obligor as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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 IndebtednessDebt, such Indebtedness Debt was permitted by the terms of this Indenture Agreement to be incurred; , (5V) customary non-assignment and similar provisions in leases, licenses, and other contracts and licenses entered into in the ordinary course of business; business and consistent with past practices, (6VI) purchase money obligations or Capital Lease obligations for property acquired or leased 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 (3c) of Section 4.08(a) of this Indenture; preceding, (7VII) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions dividends, distributions, loans, advances, or transfers by that Restricted such Subsidiary pending the its sale or other disposition; , (8) VIII) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no 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 Indebtedness Debt being refinanced; , (9IX) any Indebtedness secured by a Lien that was agreements entered into with respect to Liens securing Debt otherwise permitted to be incurred under Sections 4.09 and 4.12 pursuant to the provisions of this Indenture Section 10.2.7 that limits limit the right of the debtor Parent or any of its Subsidiaries to dispose of the assets subject to such Liens; Lien, (10X) provisions limiting with respect to 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 in the approval ordinary course of the Company’s Board of Directorsbusiness, which limitation is applicable only to the assets that are the subject of such agreements; (11XI) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; , (12XII) Indebtedness any Receivables Program for any Obligor which is not a Borrower, (XIII) any restriction imposed pursuant to contracts for the sale or other contractual requirements transfer of assets with respect to the transfer of the assets to be sold pursuant to such contract, (XIV) any encumbrance or restrictions of a Receivables Subsidiary restriction in connection with a Qualified Receivables Transactionan acquisition of property, provided that so long as such restrictions apply only encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in contemplation of such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indentureacquisition; provided that in the case of Debt incurred in connection with or in contemplation of such restrictions apply only acquisition, such Debt was permitted to such Foreign Subsidiary; (14) Indebtedness be incurred pursuant to clause (17) of Section 4.09(b) by the terms of this IndentureAgreement; provided, however, that (XV) provisions in agreements or instruments which prohibit the Board payment of Directors dividends or the making of the Company determines in good faith at the time such dividend other distributions with respect to any class of capital stock or issued share capital of a Person other payment restrictions are created that they do not materially adversely affect the Company’s ability to fulfill its Obligations under the Notesthan on a pro rata or less restrictive basis; and and (15XVI) 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 the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare not materially more restrictive, in the good faith judgment of the Company’s Board board of Directorsdirectors of Parent or the board of directors of any applicable Subsidiary, no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the dividend encumbrances 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness 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) 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 date of this Indenture and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings of those agreements; any of the foregoing, provided that the amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings of such instrument are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect agreement on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the 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) 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 the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases, licenses or similar contracts and licenses entered into 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; (67) 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) of this Indentureextent the underlying Lien is released or the related Indebtedness is repaid; (7) 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; (8) 9) Permitted Refinancing Indebtedness; , provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections Section 4.09 and 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of or transfer the assets subject to such Liens; (1011) 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 limiting with respect to the disposition or distribution of assets or property and other customary provisions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (1113) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1214) 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 or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary;; and (1317) agreements governing Indebtedness of a Foreign Subsidiary permitted to be incurred pursuant to clause (15) of Section 4.09(b) of this Indenture; 4.09 hereof, provided that such restrictions apply only the provisions relating to such Foreign Subsidiary; (14) Indebtedness incurred pursuant encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to clause (17) of Section 4.09(b) of this Indenture; providedthe Company, however, that as determined by the Board of Directors of the Company determines in their reasonable and good faith at judgment, than 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 provisions contained in the dividend Credit Agreement or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthis Indenture as in effect on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Issuer and the Vessel Guarantors shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or contractual restriction on the ability of any Restricted Subsidiary Vessel Guarantor’s right to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted SubsidiariesIssuer, or with respect to make payments on 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 SubsidiariesIssuer; (2) make loans or advances to the Company or any of its Restricted SubsidiariesIssuer; or (3) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesIssuer. (b) The However, the restrictions set forth in Section 4.08(a4.15(a) will 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 the New Term Loan Facility, as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes, any Additional Notes and the related Guarantees and the Intercreditor Agreement or any Subsidiary GuaranteesAdditional Intercreditor Agreement; (3) applicable law, rule, regulation or orderorder or governmental license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company 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) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture; (7) 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 not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (96) any Indebtedness secured by a Lien Liens and agreements related thereto that was otherwise were permitted to be incurred under Sections 4.09 and Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (7) provisions contained in agreements governing Indebtedness of the Issuer or Subsidiary incurred subsequent to the Issue Date pursuant to 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 of the Notes than the encumbrances and restrictions contained in this Indenture or that may be contained in the Intercreditor Agreement or in any agreement governing Indebtedness in accordance with this Section 4.15 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Issuer) and the Issuer determines in good faith that such encumbrance or restriction shall not materially adversely affect the ability of the Issuer and its Subsidiaries, taken as a whole, to make principal or interest payments on the Notes; (8) customary provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of a Permitted Business; (9) any agreement for the sale or other disposition of a Subsidiary or an asset that restricts distributions by that 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 Issuer has an investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, 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 by customers under contracts entered into in the ordinary course of business;a Permitted Business; and (12) Indebtedness customary provisions restricting the disposition of real property interests set forth in any easements or other contractual requirements similar agreements 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 arrangements of the Company determines in good faith at the time such dividend Issuer 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 refinancingSubsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements or instruments governing (a) Existing Indebtedness Indebtedness, and (b) Equity Interests and Credit Facilities as in effect on the date of this Indenture Closing Date, and in each case, any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or instruments; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no (in the good faith judgment of the Board of Directors of the Company or a senior financial officer of the Company, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements or instruments on the Closing Date; (2) agreements or instruments governing Existing Indebtedness and Credit Facilities as not in effect on the Closing Date so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary of the Company to pay dividends or make any other distributions or payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, or interest and premium, if any, on the Notes, or (b) the encumbrances and restrictions contained therein are no more restrictive, taken as a whole, than those contained in this Indenture; (3) Notes issued on the date of this Base Indenture, and any Additional Notes of the same Series, and any Exchange Notes in respect of any such Notes or Additional Notes, the Note Guarantees in respect thereof, and this Base Indenture, as supplemented by the Supplemental Indentures hereto executed on the date of this Base Indenture; (2) this Indenture, the Notes and any Subsidiary Guarantees; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness agreements or Capital Stock of instruments with respect to a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition) or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Company’s Board of Directors or a senior financial officer of the Company, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of businessbusiness and customary contractual restrictions on transfers of all or substantially all assets of a Person; (67) purchase money obligations for property acquired in the ordinary course of business 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) of this Indenturehereof; (7) 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; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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 Directorsagreements, which limitation is applicable only to the assets that are the subject of such agreements; (1112) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (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 restrictions in other Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to clause (15) of or issued in compliance with Section 4.09(b) of this Indenture4.09 hereof; 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; providedrestrictions, howevertaken as a whole, 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 DirectorsDirectors or a senior financial officer of the Company, no whose determination shall be conclusive, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend 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 payment restrictions 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 amendmentother Capital Stock); (15) any agreement or instrument with respect to Indebtedness incurred, modificationor Preferred Stock issued, restatementby any Restricted Subsidiary, renewalprovided 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, increaseinterest and premium, supplementif any, refundingon the Notes, replacement as determined in good faith by the Company’s Board of Directors or refinancinga senior financial officer of the Company, whose determination shall be conclusive; and (b) are not materially more disadvantageous to the Holders than is customary in comparable financings; (16) any agreement or instrument of the Company, Parent, MetroPCS Wireless, Inc., or any of MetroPCS Wireless, Inc.’s Subsidiaries existing prior to, or entered into or assumed by the Company or any of its Subsidiaries in connection with the Merger, in each case, as such agreements or instruments may be amended, restated, modified, renewed or replaced from time to time; provided that the amendments, restatements, modifications, renewals, and replacements are (in the good faith judgment of the Board of Directors of the Company or a senior financial officer of the Company, whose determination shall be conclusive) not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those agreements or instruments as in effect as of the Closing Date; and (17) restrictions arising from the Towers Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and any Credit Facilities as in effect on the 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 the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancings: (A) are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and the Credit Facilities as in effect Agreement on the date of this IndentureIndenture or otherwise contain encumbrances and restrictions that apply only in the event of and during the continuance of a payment default or a default with respect to a financial ratio covenant contained in such Credit 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) this Indenture, the Notes Notes, the Subsidiary Guarantees and any Subsidiary Guaranteesthe Security Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries 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 provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indentureabove; (7) 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 provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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(a3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Debt Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date Issue Date as determined in good faith by the Board of this IndentureDirectors of the Company; (2) this Indenture, the Notes Notes, the Note Guarantees, the Collateral Documents and any Subsidiary Guaranteesthe Intercreditor Agreement; (3) applicable law, rule, regulation or administrative or court order; (4) any instrument governing Indebtedness or Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of businesscontracts, leases or licenses; (6) 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 (3Section 3.4(a)(3) of Section 4.08(a) of this Indenturehereof; (7) 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 not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced as determined in good faith by the Board of Directors of the Company; (9) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 the provisions of Section 3.6 hereof and 4.12 of this Indenture restrictions in the agreements relating thereto that limits limit the right of the debtor to dispose of the assets subject to such Liens; (10) 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 Company’s Board of DirectorsDirectors and otherwise permitted under this Indenture, 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) 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; (13) 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; (14) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (15) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (16) restrictions on the ability of any Guarantor, any Foreign Subsidiary or, provided that such encumbrances or restrictions will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Board of Directors of the Company), any Domestic Subsidiary that is not a Guarantor, to make dividends or other distributions resulting from the operation of payment defaults and reasonable financial covenants contained in documentation governing Indebtedness of such Guarantor or Foreign Subsidiary permitted to be incurred under this Indenture; (17) 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; (1318) Indebtedness of a Foreign Subsidiary incurred pursuant solely with respect to clause (153) of Section 4.09(b3.4(a) hereof, Indebtedness or other contractual requirements of this Indenture; provided that such restrictions apply only to such Foreign Subsidiarythe Company or its Restricted Subsidiaries in connection with a floorplan financing arrangement or other similar retail financing arrangement; (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 (1519) 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 (1418) above, above permitted to be incurred subsequent to the Issue Date; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare not materially more restrictive, in taken as a whole, than 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 encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, as determined in good faith by the Board of Directors of the Company; and (20) agreements governing other Indebtedness permitted to be incurred pursuant to Section 3.2 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders than is customary in comparable financings (as determined by the Company in good faith) and in the case of (ii) either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the notes or (y) such encumbrances or restrictions apply only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Issuer shall not, and will 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: : (1a) pay dividends or make any other distributions on its Capital Stock Equity Interests 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 or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or (3b) make loans or advances or guarantee any such loans or advances to the Issuer or any of its Restricted Subsidiaries; or (c) 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) will not apply to ; except for such encumbrances or restrictions existing under or by reason reasons of: : (1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; thereof, provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities Indebtedness, as in effect on the date of this Indenture; hereof, (2ii) this Indenture, the Notes, the 10 1/2% Notes, the 9 3/4% Notes and any Subsidiary Guarantees; the indentures governing the 10 1/2% Notes and the 9 3/4% Notes; (3iii) applicable law, rule, regulation or order; ; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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 anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; ; (5v) customary non-non- assignment provisions in contracts and licenses leases entered into in the ordinary course of business; business and consistent with past practices; (6vi) 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 (3c) of Section 4.08(a) of this Indenture; above on the property so acquired; (7vii) 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) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; ; (9ix) any Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits limit the right of the debtor to dispose of the assets subject to such Liens; Lien; (10x) provisions limiting with respect to 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 in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; business; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; and (12xii) restrictions contained in the terms of Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only permitted to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary be incurred pursuant to clause (15) of under Section 4.09(b) of this Indenture4.09 hereof; 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 refinancingcustomary for similar financings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will 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) will 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 date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; , provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date as reasonably determined by the Company or such Restricted Subsidiary; (2) this Supplemental Indenture, the Notes Notes, the Note Guarantees and any Subsidiary the ▇▇▇▇▇▇ Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred[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 contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (610) 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) of this Indenturehereof; (711) 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) 12) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as reasonably determined by the Company or such Restricted Subsidiary; (913) any Indebtedness secured by a Lien Permitted Liens that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1014) 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 's or the Restricted Subsidiary's Board of DirectorsDirectors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (1115) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1216) any Purchase Money Note or other Indebtedness or other any contractual requirements or restrictions of a Receivables Subsidiary Securitization Entity in connection with a Qualified Receivables Securitization 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 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; (1418) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, that the Board of Directors a Restricted Subsidiary of the Company determines in good faith existing at the time it became a Restricted Subsidiary if such dividend restriction was not created in connection with or other payment restrictions are created that they do not materially adversely affect 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’s ability to fulfill its Obligations under the Notes; and (1519) any encumbrances or restrictions of the type referred with respect to in clauses (1), (2) and clause (3) of Section 4.08(a) imposed hereof only, restrictions encumbering property at the time such property was acquired by the Company or any amendmentsof its Restricted Subsidiaries, modifications, restatements, renewals, increases, supplements, refundings, replacements so long as such restrictions relate solely to the property so acquired and were not created in connection with or refinancings in anticipation 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 refinancingacquisition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will 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) will 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 date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; , provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date as reasonably determined by the Company or such Restricted Subsidiary; (2) this Indenture, the 2013 Notes Indenture, the Notes, the 2013 Notes, the Note Guarantees and any Subsidiary the 2013 Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock incurred by RECE and Foreign Subsidiaries of a Person acquired by the Company or any of its that are Restricted Subsidiaries as in effect at the time pursuant to clause (3) 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 incurredSection 4.09(b) hereof; (5) Indebtedness incurred by REMA pursuant to clause (4) of Section 4.09(b) hereof; (6) Indebtedness incurred by the Seward Subsidiaries of Permitted PEDFA Bond Indebtedness or 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) of Section 4.09(b) hereof; (9) customary non-assignment provisions in contracts contracts, agreements, leases, permits and licenses entered into or issued in the ordinary course of business; (610) 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) of this Indenturehereof; (711) 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) 12) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as reasonably determined by the Company or such Restricted Subsidiary; (913) any Indebtedness secured by a Lien Permitted Liens that was otherwise permitted to be incurred under Sections 4.09 and 4.12 of this Indenture that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1014) 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 's or the Restricted Subsidiary's Board of DirectorsDirectors or chief financial officer, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (1115) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (1216) any Purchase Money Note or other Indebtedness or other any contractual requirements or restrictions of a Receivables Subsidiary Securitization Entity in connection with a Qualified Receivables Securitization 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 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 66 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; (1418) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, that the Board of Directors a Restricted Subsidiary of the Company determines in good faith existing at the time it became a Restricted Subsidiary if such dividend restriction was not created in connection with or other payment restrictions are created that they do not materially adversely affect 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’s ability to fulfill its Obligations under the Notes; and (1519) any encumbrances or restrictions of the type referred with respect to in clauses (1), (2) and clause (3) of Section 4.08(a) imposed hereof only, restrictions encumbering property at the time such property was acquired by the Company or any amendmentsof its Restricted Subsidiaries, modifications, restatements, renewals, increases, supplements, refundings, replacements so long as such restrictions relate solely to the property so acquired and were not created in connection with or refinancings in anticipation 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 refinancingacquisition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company ▇▇▇▇▇ Energy Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes and any Subsidiary the 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 not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees; (4) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock Equity Interest of a Person acquired by the Company ▇▇▇▇▇ Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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; (56) 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, in each case entered into in the ordinary course of business; (67) 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) of this Indenturehereof; (7) 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; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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 in the approval ordinary course of business; (12) any agreement or instrument relating to any property or assets acquired after the Company’s Board of DirectorsIssue Date, which limitation is applicable so long as such encumbrance or restriction relates only to the property or assets that are the subject so acquired and is not and was not created in anticipation of such agreementsacquisitions; (1113) 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;and (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 contained in, or in respect of, Hedging Obligations permitted under this Indenture from time 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 refinancingtime.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company TransMontaigne Partners will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company TransMontaigne 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 TransMontaigne 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 so long as the terms of such preferred equity do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Equity Interests; (2) make loans or advances to the Company TransMontaigne Partners or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company TransMontaigne Partners or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, increasessupplements, refundings, replacements or refinancings are not, in the good faith judgment of an Officer of TransMontaigne Partners, or any direct or indirect parent of TransMontaigne Partners, materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes and the 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 those agreements; provided that the amendmentsrestrictions therein are in the good faith judgment of an Officer of TransMontaigne Partners, modificationsor any direct or indirect parent of TransMontaigne Partners, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no either (a) not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guaranteesthe Note Guarantees or (b) not reasonably likely to have a material adverse effect on the ability of TransMontaigne Partners to make required payments on the Notes; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock Equity Interest of a Person acquired by the Company TransMontaigne Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock Equity Interest was incurred in connection with or in contemplation of such acquisition (other than to the extent incurred to refinance Indebtedness or Equity Interests not incurred in connection with or 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; (56) 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, in each case entered into in the ordinary course of business; (67) 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) of this Indenturehereof; (7) 8) any agreement (a) for the sale or other disposition of a Restricted Subsidiary that restricts distributions by contains any such restrictions on that Restricted Subsidiary pending its sale or other disposition or (b) for the sale or other dispositiondisposition of a particular asset or line of business of a Restricted Subsidiary that imposes restrictions on assets subject to any agreement of the nature described in clause (3) of Section 4.08(a) hereof; (8) 9) Permitted Refinancing Indebtedness; provided that that, in the good faith determination of an Officer of TransMontaigne Partners or an Officer of any direct or indirect parent of TransMontaigne Partners, the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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 in the approval ordinary course of the Company’s Board of Directorsbusiness, which limitation is applicable only to the those assets or property that are the subject of such agreements; (1112) 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; (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;and (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 contained in, or in respect of, Hedging Obligations permitted under this Indenture from time 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 refinancingtime.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will notNeither the Parent nor either Borrower will, and none of them will not 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) will not apply to encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness any Credit Facility, provided that the encumbrances and Credit Facilities as in effect on the date of this Indenture restrictions contained therein, including any related collateral documents, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such this Agreement; (ii) agreements governing Existing Indebtedness Indebtedness, the 2023 Indenture, the 2023 Notes and Credit Facilities the guarantees thereof and the Second Term Loan Facility and any guarantees thereof, in each case, as in effect on the date Repricing Effective Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of this Indenturethose 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 Repricing Effective Date; (2iii) this Indenture, the Notes and any Subsidiary GuaranteesAgreement; (3iv) applicable law, rule, regulation or order; (4v) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Parent, the Company, any of the Restricted Subsidiaries or any of its Restricted Subsidiaries Other Guarantor as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was 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 was is permitted by the terms of this Indenture to be incurredAgreement; (5vi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6vii) 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) of this Indenture6.05(a)(iii); (7viii) 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; (8) ix) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9x) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and 4.12 of this Indenture Section 6.10 that limits limit the right of the debtor to dispose of the assets subject to such Liens; (10xi) 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 Directorsagreements, which limitation is applicable only to the assets that are the subject of such agreements; (11xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12xiii) Indebtedness restrictions contained in, or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionrequest of, provided that such restrictions apply only Hedging Obligations permitted to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary be incurred pursuant to clause (15) of Section 4.09(b) of by 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 NotesAgreement; and (15xiv) any customary encumbrances or restrictions imposed pursuant to an agreement 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, described in the good faith judgment definition 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“Permitted Investments.”

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (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) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness Indebtedness, any Credit Facility, including the Credit Agreement, and Credit Facilities any other agreements as in effect on the date of this Indenture Indenture, and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes Notes, the Note Guarantees and any Subsidiary Guaranteesthe Security Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and Section 4.12 of this Indenture hereof that limits 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 '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; (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 will shall not, and will 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) will shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities any related collateral documents as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes Notes, the Note Guarantees and any Subsidiary GuaranteesCollateral 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; (45) 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; (56) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (67) 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) the preceding paragraph of this IndentureSection 4.10; (7) 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; (8) 9) 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 will not materially adversely impact the agreements governing ability of the Indebtedness being refinancedCompany to make required principal and interest payments on the Notes; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections the provisions of the covenant described in Section 4.09 and 4.12 of this Indenture that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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; (1112) 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;; and (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenturerestrictions 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 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 agreements is 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)more restrictive, (2) and (3) of Section 4.08(a) imposed by any amendmentstaken as a whole, 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 those agreements on the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIssue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will shall not, and will 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) will not apply to and (c), for such encumbrances or restrictions existing under or by reason of: : (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guarantees; (3) 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 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)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided thatthat any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the case manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary Person pending the sale or other disposition; (8) Permitted Refinancing Indebtednessclosing of such sale; 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 agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness secured by or other contractual requirements of a Lien Securitization Entity in connection with a Qualified Securitization Transaction; provided that was otherwise 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 Sections 4.09 this Indenture; provided that any such restrictions are ordinary 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 customary with the approval of the Company’s Board of Directors, which limitation is applicable only respect to the assets that are type of Indebtedness being incurred or Preferred Stock being issued (under the subject of such agreements; relevant circumstances); (1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (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 (144) and (6) through (12) above, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of DirectorsDirectors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (14) customary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Closing Date and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings of those agreements; provided provided, however that the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment encumbrances or restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureClosing Date; (2) this Indenture, Agreement and the Notes and any Subsidiary Guaranteesother Loan Documents; (3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness 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 provided, however that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (6) 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) of this Indenture6.8 hereof; (7) 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) 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 Liens permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture Section 6.12 hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (109) 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 CompanyBorrower’s Board of Directors, which limitation is 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; (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 TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP (other than Finance Corp.) that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a 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 TLLP or any of its Restricted SubsidiariesSubsidiaries that is a 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 TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its properties or assets to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Issue Date, including the Existing 5.875% Indenture, the Existing 6.125% Indenture and the Credit Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, increasessupplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date or, in the case of the Credit Agreement, on the Escrow Release Date (if applicable); (2) this Indenture, the Notes and the Note Guarantees; 001214-0006-16616731.1 (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 those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings restrictions therein are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock Equity Interest of a Person acquired by the Company TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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; (56) customary non-assignment provisions in contracts contracts, agreements, licenses and licenses leases entered into in the ordinary course of business; (67) 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) of this Indenturehereof; (7) 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; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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; (1112) 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) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that, in the good faith judgment of TLLP determined at the time of the incurrence of such Indebtedness, Disqualified Equity or preferred securities, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due; (14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and 001214-0006-16616731.1 (1216) secured 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 limits the Board of Directors right 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 debtor to fulfill its Obligations under the Notes; and (15) any encumbrances or restrictions dispose of the type referred to in clauses (1), (2) assets securing such Indebtedness and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements related encumbrance 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 restriction contained in the dividend security agreements, mortgages or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingpurchase money agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Ventas, Inc. shall not, and will 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(a4.10(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness Debt and Credit Facilities as in effect on the date of this Indenture December 9, 2005 and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided provided, however, that the amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureDecember 9, 2005; (2) this the Indenture, the Notes and any Subsidiary the Securities Guarantees; (3) the applicable law, rule, regulation or order; (4) any instrument governing Indebtedness Debt or Capital Stock of a Person acquired by the Company Ventas, Inc. or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness 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 provided, however, that, in the case of IndebtednessDebt, such Indebtedness Debt was permitted by the terms of this Indenture to be incurredSection 4.11 hereof; (5) customary non-assignment provisions in contracts and licenses leases entered into in the ordinary course of businessbusiness and consistent with past practices; (6) 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) of this Indenture4.10(a)(3); (7) 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) 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 Liens securing Debt otherwise permitted to be incurred under Sections 4.09 and 4.12 of this by the Indenture or negative covenants with respect to Debt permitted to be secured by Liens that limits limit the right of the debtor to dispose of the assets subject to such Liens or permitted to be subject to such Liens; (109) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;business; and (1110) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) 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) 11.1 The Company Parent will not, and will 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 Parent or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries. (b) The 11.2 However, the preceding restrictions in Section 4.08(a) will 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 (including under the Finance Documents), as in effect on the date of this Indenture Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureAgreement; (2) this the Senior Secured Note Indenture, the Notes Senior Secured Notes, the Senior Secured Note Guarantees and any Subsidiary GuaranteesAdditional Intercreditor Agreement; (3) applicable law, rule, regulation or orderorder or governmental license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred; (5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts contracts, licenses and licenses other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of businessa Permitted Business; (6) 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) of this Indentureparagraph 11.1(3); (7) 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 no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien Liens and agreements related thereto that was otherwise were permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture paragraph 10 that limits 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 Parent has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, 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 by customers under contracts entered into in the ordinary course of businessa Permitted Business; (12) Indebtedness customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Parent or any Restricted Subsidiary; (13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (14) provisions contained in agreements governing Indebtedness of the Parent or Restricted Subsidiary incurred subsequent to the date of this Agreement pursuant to the provisions of paragraph 8 (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 Finance Parties than the encumbrances and restrictions contained in this Agreement or that may be contained in the Intercreditor Agreement or in any Credit Facility in accordance with this paragraph 11 or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Parent) and the Parent determines in good faith that such encumbrance or restriction will not materially adversely affect the ability of the Parent and its Restricted Subsidiaries, taken as a whole, to make principal or interest payments under the Finance Documents; and (15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements or restrictions of a Receivables Securitization Subsidiary in connection with a Qualified Receivables Securitization 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 Securitization Subsidiary or the Securitization Assets that are subject 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 refinancingQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Parent Guarantor shall not, and will 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 contractual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) (1) pay dividends or make any other distributions to Parent Guarantor or any Restricted Subsidiary (A) on its Capital Stock to the Company or any of its Restricted Subsidiaries, or (B) with respect to any other interest or participation in, or measured by, its profits, or (2) pay any indebtedness Indebtedness owed to the Company Parent Guarantor or any of its Restricted SubsidiariesSubsidiary; (2b) make loans or advances or capital contributions to the Company Parent Guarantor or any of its Restricted SubsidiariesSubsidiary; or (3c) sell, lease or transfer any of its properties or assets to the Company Parent Guarantor or any of its Restricted Subsidiaries. (b) The restrictions in Section 4.08(a) will not apply to Subsidiary, except for those encumbrances or restrictions existing under or by reason reasons of: (1) agreements governing Existing Indebtedness and Credit Facilities as or other instruments governing Equity Interests, in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities each case as in effect on the date of this Indenture; (2) this Indentureany Credit Facility, except that the Notes and any Subsidiary Guaranteesencumbrances or restrictions contained in that facility, as amended, modified, supplemented, restructured, renewed, restated, refunded, replaced or refinanced or extended from time to time on one or more occasions, must not be materially more restrictive, taken as a whole, than those contained in the Credit Agreement as in effect on the Issue Date; (3) applicable law, rule, regulation or orderthis Indenture and the Notes; (4) applicable law; (5) any instrument governing Indebtedness or Equity Interests of either (A) a Restricted Subsidiary formed to own, operate or develop a Hospitality-Related Business in which Parent Guarantor or any Restricted Subsidiary, directly or indirectly, owns less than 80% of the Capital Stock of such Restricted Subsidiary or (B) a Person acquired by the Company Parent Guarantor or any Restricted Subsidiary acquires or of its any Person that becomes a Restricted Subsidiaries Subsidiary as in effect at the time of such the acquisition or the Person becoming a Restricted Subsidiary (except to the extent such the Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisitionthe acquisition or that Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided thatprovided, however, that the Consolidated Cash Flow of that Person to the extent of such restriction is not taken into account in determining whether the case of Indebtedness, such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredIndenture; (56) restrictions of the nature described in clause (c) above by reason of customary non-assignment provisions in contracts and licenses leases entered into in the ordinary course of businessbusiness and consistent with past practice; (67) 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 (3c) of Section 4.08(a) of this Indenture; (7) any agreement for above on the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionproperty so acquired; (8) Permitted Refinancing Indebtedness; provided Refinancings, except that the encumbrance or restrictions contained in the agreements governing such the Permitted Refinancing Indebtedness are no Refinancings must not be materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness or Disqualified Stock being refinanced;; or (9) any customary restrictions in security agreements or mortgages securing Indebtedness secured by of a Lien that was otherwise permitted Restricted Subsidiary to be incurred under Sections 4.09 and 4.12 of this Indenture that limits the right extent the restrictions restrict the transfer of the debtor to dispose of the assets property 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 security 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 refinancingmortgages.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Foamex shall not, and will 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 that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock to the Company Foamex 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 Foamex or any of its Restricted Subsidiaries; (2) make loans or advances to the Company Foamex or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company Foamex or any of its Restricted Subsidiaries. (b) The However, the restrictions in Section 4.08(a) will 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 date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more materially restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes Notes, the Subsidiary Guarantees and any Subsidiary Guaranteesthe Security Documents; (3) applicable lawagreements governing Indebtedness incurred in compliance with Section 4.09 hereof if the encumbrance or restriction is no more restrictive, ruletaken as a whole, regulation than those in the Credit Facilities or orderthis Indenture, the Notes, the Subsidiary Guarantees or the Security Documents in effect on the date of this Indenture; (4) applicable law; (5) any instrument governing Indebtedness or Capital Stock of (i) a Person acquired by the Company Foamex 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 (ii) any Person that is an Unrestricted Subsidiary that becomes a Restricted Subsidiary, as in effect on the date 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 PersonPerson and its Restricted Subsidiaries, or the property or assets of the PersonPerson and its Restricted Subsidiaries, so acquired; provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (56) customary non-assignment provisions in leases, licenses and other contracts and licenses entered into in the ordinary course of businessbusiness and consistent with past practices; (67) 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) of this Indenture; (7) 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 materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any instrument or agreement governing Indebtedness permitted to be incurred hereunder, which is secured by or permitted to be secured by a Lien permitted to be incurred hereunder, which encumbrance or restriction is not applicable to any property or assets other than the property or assets subject to or permitted to be subject to such Lien; (10) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction; (11) any restriction imposed pursuant to an agreement entered into for the sale or disposition of Equity Interests or other assets that was apply pending the closing of such sale or disposition; (12) Liens securing Indebtedness otherwise permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1013) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, asset assets 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; (1114) 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 provisions 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 refinancingdocuments governing industrial revenue bonds.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will and the Guarantor shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company 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 . However, the preceding restrictions in Section 4.08(a) will 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 date of this Indenture (including, without limitation, the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsthereof; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundingsrefinancings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities Indebtedness, as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary Guaranteesthe Other Notes; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries 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 or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred; (5) customary non-assignment provisions in contracts and licenses leases entered into in the ordinary course of businessbusiness and consistent with past practices; (6) 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) of this Indenturethe preceding paragraph; (7) 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) any Liens securing Indebtedness secured by a Lien that was otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Sections 4.09 and 4.12 of this Indenture Section 4.14 that limits limit the right of the debtor Company or any of its Restricted Subsidiaries or the Guarantor or any of its Restricted Subsidiaries to dispose of the assets subject to such LiensLien; (10) provisions limiting with respect to 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 in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (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 or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only permitted to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary be incurred pursuant to clause (15) of under Section 4.09(b) of this Indenture4.10; provided that such restrictions apply only to such Foreign Subsidiary;are no more restrictive than the terms contained in the Credit Facilities as in effect on the Issue Date; and (1413) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, restrictions that are not materially more restrictive than customary provisions in comparable financings and the Board of Directors management of the Company determines in good faith at the time that such dividend or other payment restrictions are created that they do will not materially adversely affect impair the Company’s 's ability to fulfill its Obligations make payments as required 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 will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by 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 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) customary non-assignment provisions in leases, contracts and licenses or related documents entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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; (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 TLLP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLLP (other than Finance Corp.) that is not a Guarantor to: (1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a 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 TLLP or any of its Restricted SubsidiariesSubsidiaries that is a 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 TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor; or (3) sell, lease or transfer any of its properties or assets to the Company TLLP or any of its Restricted SubsidiariesSubsidiaries that is a Guarantor. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Issue Date, including the Existing 5.875% Indenture, the Existing 6.125% Indenture and the Credit Agreement and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, increasessupplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the Issue Date or, in the case of the Credit Agreement, on the Escrow Release Date (if applicable); (2) this Indenture, the Notes and the 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 those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings restrictions therein are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (34) applicable law, rule, regulation or order; (45) any instrument governing Indebtedness or Capital Stock Equity Interest of a Person acquired by the Company TLLP or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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; (56) customary non-assignment provisions in contracts contracts, agreements, licenses and licenses leases entered into in the ordinary course of business; (67) 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) of this Indenturehereof; (7) 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; (8) 9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (910) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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; (1112) 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) other Indebtedness, Disqualified Equity or preferred securities permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that, in the good faith judgment of TLLP determined at the time of the incurrence of such Indebtedness, Disqualified Equity or preferred securities, the encumbrances and restrictions contained therein will not materially impair TLLP’s ability to make payments under the Notes when due; (14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time; (15) 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 (1516) any encumbrances or restrictions secured Indebtedness that limits the right of the type referred debtor 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 dispose of the contracts, instruments assets securing such Indebtedness and any related encumbrance 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 restriction contained in the dividend security agreements, mortgages or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingpurchase money agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company 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 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(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness outstanding on the date of this Indenture, the Credit Agreement and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation regulation, order, approval, license, permit or ordersimilar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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) customary non-assignment provisions or subletting restrictions in contracts contracts, leases and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 no not materially 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 Liens permitted to be incurred under Sections 4.09 and Section 4.12 of this Indenture hereof that limits limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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 agreements, limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business, consistent with past practice or with the approval of the Company’s Holdings' Board of Directors, which limitation is applicable only to the assets assets, property or Capital Stock that are the subject of such agreements; (11) restrictions on cash any encumbrance 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 restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables TransactionFinancing; provided, 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 a Foreign Subsidiary Restricted Subsidiaries (i) that are Guarantors that is incurred subsequent to the date of this Indenture pursuant to clause Section 4.09 hereof or (ii) that is incurred subsequent to the date of this Indenture pursuant to clauses (4) and (15) of Section 4.09(b) of this Indenture; provided that such restrictions apply only to such Foreign Subsidiaryhereof; (14) Indebtedness incurred pursuant to clause (17) of Section 4.09(b) of this Indenture; provided, however, encumbrances on property that the Board of Directors of the Company determines in good faith exist at the time such dividend the property was acquired by the Company or other payment restrictions are created that they do not materially adversely affect the Company’s ability to fulfill its Obligations under the Notes; anda Restricted Subsidiary; (15) any contractual encumbrances or restrictions of in effect on the type referred to in clauses (1)issue date, (2) and (3) of Section 4.08(a) imposed by any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above, those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare not materially more restrictive, in the good faith judgment of the Company’s Board of Directorstaken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the dividend date of this Indenture; or (16) any encumbrances or other payment 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, than such encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement amendment or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Regency Energy Partners shall not, and will 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 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) will 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 date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company 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 Capital Stock was Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in contracts 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, in each case entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (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 (1213) any instrument governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionan FERC Subsidiary, provided that such restrictions apply only Indebtedness was otherwise permitted by this Indenture 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 refinancingbe incurred.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company MagnaChip will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company 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 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 Facilities, as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees, the Intercreditor Agreement and the Security Documents; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company 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) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) 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) of this Indenture); (7) 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 not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any restrictions contained in security agreements or mortgages securing Indebtedness secured by of a Lien that was otherwise Restricted Subsidiary permitted to be incurred under Sections 4.09 and 4.12 of 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 limits limit the right of the debtor to dispose of the assets subject to such Liens; (1011) 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 CompanyMagnaChip’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (1112) 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;; and (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenture; provided any restriction in any agreement that such is not more restrictive than the 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 under the Board of Directors terms of the Company determines Senior Credit Agreement as in good faith at effect on 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 refinancingIssue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (ai) The A Triggering Event will occur if the Company will not, and will 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) will Triggering Event shall not apply to encumbrances or restrictions existing under or by reason of: (1A) agreements governing Existing Indebtedness and Credit Facilities as in effect on the original issue date of this Indenture the Mortgage Bonds and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; , 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 payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the original issue date of this Indenturethe Mortgage Bonds; (2B) this the Indenture, this Supplemental Indenture and the Notes and any Subsidiary GuaranteesMortgage Bonds; (3C) applicable law, rule, regulation regulations or orderregulatory orders; (4D) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness 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; (5E) customary non-assignment provisions in contracts leases and licenses other agreements entered into in the ordinary course of business; (6F) 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) of this Indentureabove; (7G) 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; (8) H) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9I) any Liens securing Indebtedness secured by a Lien that was or Attributable Debt otherwise permitted to be incurred under Sections 4.09 and 4.12 the provisions of this Indenture Article V, Section 4(c) ("Liens") that limits 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 (10J) provisions limiting with respect to 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;. (12iii) 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) The provisions of this Indenture; provided that such restrictions apply only Article V, Section 4(d) ("Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries") are subject to such Foreign Subsidiary; the provisions of Article V, Section 5 (14) Indebtedness incurred pursuant to clause (17) "Suspension 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 (1Certain Triggering Events"), (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 will Issuer shall not, and will 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 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) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. (b) The However, the restrictions set forth in Section 4.08(a4.15(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements agreements, including, without limitation, those governing Existing Indebtedness and (including the Revolving Credit Facilities Facility), as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes, any Additional Notes and the related Guarantees and the Intercreditor Agreement or any Subsidiary GuaranteesAdditional Intercreditor Agreement; (3) applicable law, rule, regulation or orderorder or governmental license, permit or concession; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company 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) customary non-assignment provisions restricting assignments, subletting or other similar transfers in contracts contracts, licenses and licenses other agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of businessa Permitted Business; (6) 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) of this Indenture4.15(a)(3); (7) 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 no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien Liens and agreements related thereto that was otherwise were permitted to be incurred under Sections 4.09 and Section 4.12 of this Indenture hereof that limits 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 Issuer has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directorsagreements, 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 by customers under contracts entered into in the ordinary course of businessa Permitted Business; (12) Indebtedness customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Issuer or any Restricted Subsidiary; (13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary; (14) provisions contained in agreements governing Indebtedness of the Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to 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 the Intercreditor Agreement or 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 Issuer) and the Issuer determines in good faith that such encumbrance or restriction shall not materially adversely affect the ability of the Issuer and its Restricted Subsidiaries, taken as a whole, to make principal or interest payments on the Notes; and (15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements or restrictions of a Receivables Securitization Subsidiary in connection with a Qualified Receivables Securitization 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 Securitization Subsidiary or the Securitization Assets that are subject 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 refinancingQualified Securitization Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Borrower shall not, and will 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) will not apply to each case for such encumbrances or restrictions existing under or by reason of: (1i) agreements governing Existing Indebtedness and Credit Facilities as (i) contractual encumbrances or restrictions in effect on the date of 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 Indenture Agreement, the other Loan Documents, the ABL 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, increases, supplements, refundings, replacements or refinancings of those agreements; 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 payment restrictions than those contained in such agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indentureor instruments; (2ii) this (x) the 2023 Notes Indenture, the 2023 Notes and any Subsidiary Guaranteesor the guarantees thereunder, (y) the 2024 Notes Indenture, the 2024 Notes or the guarantees thereunder or (z) the 2025 Notes Indenture, the 2025 Notes or the guarantees thereunder; (3iii) applicable law, law or any applicable rule, regulation or order; (4iv) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5v) customary non-assignment provisions in contracts and licenses or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into in the ordinary course of business; (6) 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) of this Indenture; (7) any agreement for the sale or other disposition of a the Capital Stock or assets of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionSubsidiary; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing vi) Secured 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 Incurred pursuant to Section 7.1 and 4.12 of this Indenture Section 7.7 that limits the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness; (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; (11vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12viii) Indebtedness 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 contractual requirements contracts; (xii) any encumbrance or restrictions restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables TransactionSecuritization Financing; provided, provided however, that such restrictions apply only to such Receivables Securitization Subsidiary; (13xiii) Indebtedness other Indebtedness, Disqualified Stock or Preferred Stock (a) of Borrower or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary incurred 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 ▇▇▇▇▇▇▇▇), 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 clause (15) of Section 4.09(b) of this Indenture; provided that such restrictions apply only to such Foreign Subsidiary7.1; (14xiv) Indebtedness incurred pursuant to clause (17) of any Restricted Investment not prohibited by 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; and7.2 and any Permitted Investment; (15xv) any encumbrances or restrictions of the type referred to in clauses Section 7.3(a) or (1), (2b) and (3) of Section 4.08(a) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (14xiv) 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; 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 ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Borrower or a Restricted Subsidiary to other Indebtedness Incurred by Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will Regency Energy Partners shall not, and will 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 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) will 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 date of this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsagreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture; (2) this Indenture, the Notes and any Subsidiary the Note Guarantees; (3) applicable law, rule, regulation regulation, order, licenses, permits or ordersimilar governmental, judicial or regulatory restriction; (4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company 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 Capital Stock was Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Indenture to be incurredIndenture; (5) customary non-assignment provisions in contracts 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, in each case entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) 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 not materially 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 Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture hereof that limits 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 with in the approval ordinary course of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreementsbusiness; (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; (1213) any instrument governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionan FERC Subsidiary, provided that such restrictions apply only Indebtedness was otherwise permitted by this Indenture to such Receivables Subsidiary; (13) Indebtedness of a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenturebe incurred; provided that such restrictions apply only to such Foreign Subsidiary;and (14) Indebtedness Hedging Obligations incurred pursuant from time 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 refinancingtime.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, 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 will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such those agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this IndentureIssue Date; (2) this Indenture, the Notes Notes, the Note Guarantees, the Security Documents and any Subsidiary Guaranteesthe Intercreditor Agreement; (3) applicable law, rule, regulation or order, approval, license, permit or similar restriction; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in contracts contracts, leases and licenses entered into in the ordinary course of business; (6) 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) of this Indenturehereof; (7) any agreement for the sale or other disposition Disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other dispositionDisposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) any Indebtedness secured by a Lien that was otherwise Liens permitted to be incurred under Sections 4.09 and the provisions of Section 4.12 of this Indenture that limits the right of the debtor to dispose of the assets subject to such Lienshereof; (10) provisions limiting the disposition 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 '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) any agreement governing Indebtedness or other contractual requirements or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transactionincurred after the Issue Date permitted under Section 4.09 hereof, provided that the restrictions contained in any such restrictions apply only agreement, taken as a whole, are not less favorable to such Receivables Subsidiarythe Holders of the Notes than those contained in the agreements governing Existing Indebtedness; (13) Indebtedness 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 a Foreign Subsidiary incurred pursuant to clause (15) of Section 4.09(b) of this Indenturethe acquisition thereof; provided that such restrictions apply only to such Foreign Subsidiary;or (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, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings of the contracts, instruments or obligations Obligations referred to in clauses (1) through (1413) above, ; provided that such amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings areare not materially more restrictive, in the good faith judgment of the Company’s Board of Directorstaken as a whole, no more restrictive with respect to such dividend and or other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendmentamendments, modificationrestatements, restatementmodifications, renewalrenewals, increasesupplements, supplement, refundingrefundings, replacement or refinancingrefinancings.