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

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: (a) to pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or make payments on measured by, its profits, owned by, or pay any Indebtedness owedowed to, to the Company or any other its Restricted SubsidiarySubsidiaries, (b) to make loans or advances to the Company or any other its Restricted Subsidiary or Subsidiaries, (c) to transfer any of its Property properties or assets to the Company or its Restricted Subsidiaries or (d) guarantee any other Indebtedness of the Company or its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (ai) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; applicable law; (bii) any instrument governing Acquired Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionpermitted to be incurred under Section 5.14(b)(iv), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person or the properties or assets of any Person, other than the PersonPerson so acquired, or the Property property or assets of the Person, Person so acquired, provided that acquired or its consolidated Subsidiaries; (iii) any restrictions existing under agreements in effect on the date of this Indenture as set forth on Schedule 5.15 hereto; (iv) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (which sale or disposition is otherwise permitted by the terms of this Indenture); (v) any agreement governing Indebtedness restricting the sale or other disposition of property securing such Indebtedness was if such agreement does not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock expressly restrict the ability of a Restricted Subsidiary that is not a Subsidiary Guarantorto pay dividends or to make distributions, loans or advances; provided that (avi) such Indebtedness customary restrictions in leases relating to property covered thereby; or Disqualified Capital Stock is permitted under Section 4.09 and (bvii) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes this Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 3.11(b) below, the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any other Restricted Subsidiary, (b) to make loans Subsidiary of which it is a Subsidiary or advances pay any Indebtedness owed to the Company or any other Restricted Subsidiary of which it is a Subsidiary; (2) make loans or advances to, or Guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary of which it is a Subsidiary (cit being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or (3) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary of which it is a Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) The provisions of Section 3.11(a) above will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation, order or governmental license, permit or concession; (2) this Indenture; (3) any agreement as in effect on the Issue Date, including pursuant to the Bank Credit Facility and the related documentation and Hedging Obligations; (4) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting or assignment of in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in each case permitted to be Incurred under this Indenture; (5) in respect of a Restricted Subsidiary acquired by the Company or any Restricted SubsidiarySubsidiary after the Issue Date (other than an encumbrance related to Indebtedness Incurred in connection with, or in anticipation or contemplation of, such acquisition), which encumbrance or restriction is outstanding on the date of such acquisition and is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (6) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (7) customary restrictions in licenses relating to imposed on the Property covered thereby and transfer of copyrighted or patented materials; (8) restrictions on cash or other deposits or net worth imposed by clients under contracts entered into in the ordinary course of business, including cash paid to any Subsidiary as an advance for media or production expenses; (b9) any instrument customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; or (10) an agreement governing Indebtedness Incurred to Refinance Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (2), (3) or (5) of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, this Section 3.11(b); provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that Refinancing agreement is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive with respect to such encumbrances or restrictions than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures as agreement referred to in effect on the Issue Date; such clause (d2), (3) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date5).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; or (b3) to make loans transfer any of its property or advances assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (aA) applicable law, rule, regulation or order; (B) the Indenture; (C) the Credit Agreement and/or the documentation for the Credit Agreement; (D) customary provisions restricting subletting contained in leases, licenses and other similar agreements entered into in the ordinary course of business, including customary non-assignment provisions of any contract or assignment of any lease governing a leasehold interest interest; (E) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Company or Person so acquired; (F) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (G) any other agreement entered into after the Issue Date which contains encumbrances and restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (H) any instrument governing Indebtedness of a Foreign Subsidiary, or ; (I) a security agreement governing a Lien permitted under the Indenture containing customary restrictions on the transfer of any property or assets; (J) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.13 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (K) any agreement governing the sale or disposition of any Restricted Subsidiary which restricts dividends and distributions of such Restricted Subsidiary pending such sale or disposition; (L) customary provisions in licenses relating to partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the Property covered thereby ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (M) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.11(a)(3) on the property so acquired; (N) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (bO) customary restrictions pursuant to any Qualified Receivables Transaction or Permitted Factoring Transaction; (P) existing pursuant to provisions in instruments governing other Indebtedness of Restricted Subsidiaries permitted to be Incurred after the Issue Date; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Company’s Board of Directors) and (ii) the Company’s Board of Directors determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (Q) any instrument governing encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (B), (C), (E), (F) and (G) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (R) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness of a Person acquired Incurred by the Company or any such Restricted Subsidiary at the time of such acquisition, which encumbrance or shall not be deemed a restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date ability to make loans or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuer to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on measured by, its profits) owned by the Issuer or any Restricted Subsidiary of the Issuer or pay any Indebtedness owed, or other obligation owed to the Company Issuer or any other Restricted SubsidiarySubsidiary of the Issuer, (bii) to make loans or advances to the Company Issuer or any other Restricted Subsidiary of the Issuer or (ciii) to sell, lease or transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary of the Issuer. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the b) The preceding restrictions provisions of Section 3.4(a) will not apply to the following encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction in existence on the Issue Date, including those required by the Senior Secured Credit Facilities or by any other agreement or documents entered into in connection with the Senior Secured Credit Facilities; (2) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary of the Issuer or merges, consolidates or amalgamates with or into a Restricted Subsidiary of the Issuer on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary of the Issuer, but not created in connection with, or in anticipation of, such Person becoming a Restricted Subsidiary of the Issuer, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary of the Issuer; (4) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or its Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant Section 3.2 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Issuer, taken as a whole, as determined by the Issuer or any of its direct or indirect parent companies on behalf of the Issuer in good faith and such determination conclusively evidenced by a certificate of the Issuer or any of its direct or indirect parent companies on behalf of the Issuer to that effect, than the provisions contained in the Senior Secured Credit Facilities as in effect on the Issue Date or (B) any such encumbrance or restriction contained in such Indebtedness, Disqualified Stock or Preferred Stock does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in a manner that, as determined by the Issuer in good faith would result in the Issuer being unable to, to make principal and interest payments on the Notes as and when they come due; (5) customary provisions restricting subletting in any lease, sub-lease contract, license, sublicense or assignment of any lease governing a leasehold interest similar agreement of the Company Issuer or any Restricted SubsidiarySubsidiary of the Issuer or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, or customary restrictions in licenses relating to the Property covered thereby and each case, entered into in the ordinary course of business; (b6) any instrument governing Indebtedness encumbrance or restriction by reason of applicable law, rule, regulation or order; (7) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (8) any encumbrance or restriction under an agreement relating to a Person acquired disposition of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of or by a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (9) restrictions on cash, Cash Equivalents and other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (10) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, joint venture arrangements, limited liability company agreements, partnership agreements, shareholder agreements and other similar arrangements; provided that with respect to such agreements relating to a Restricted Subsidiary of the Issuer, such provisions will not materially affect the Issuer’s ability to make scheduled principal or interest payments on the Notes (as determined in good faith by the Company Issuer or any of its direct or indirect parent companies on behalf of the Issuer); (11) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of Section 3.4(a); (12) Liens securing Indebtedness otherwise permitted to be Incurred under this Indenture, including the provisions described in Section 3.6 that limit the right of the debtor to dispose of the assets subject to such Liens; (13) encumbrances or restrictions in connection with any receivables or factoring transaction that in the good faith judgment of the Governing Persons of such person (or any direct or indirect parent company of such person) is necessary or advisable to effectuate such transaction; and (14) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 3.4(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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are, in the good faith judgment of the Issuer (or any of its direct or indirect parent companies on behalf of the Issuer), (i) no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Refinancing or (ii) do not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Issuer or any of its direct or indirect parent companies in good faith, to make scheduled payments of principal and interest on the Notes when due. (c) Nothing contained in this Section 3.4 shall prevent the Issuer or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the PersonIssuer from (i) creating, so acquiredIncurring, provided that such Indebtedness was not incurred assuming or suffering to exist any Liens in anticipation compliance with Section 3.6 or (ii) restricting the sale or other disposition of such acquisition; (c) any instrument governing Indebtedness property or Disqualified Capital Stock assets of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Issuer or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Indebtedness of the Issuer or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 3.2 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 3.6.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of the Company (other than a Securitization Special Purpose Entity) to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective effective, any consensual encumbrance or restriction of any kind on which, by its terms, restricts the ability of any Restricted Subsidiary: Subsidiary of the Company (aother than a Securitization Special Purpose Entity) to (i) pay dividends, in cash or otherwise, dividends or make any other distributions on any such Restricted Subsidiary's Capital Stock or in respect of its Capital Stock, or make payments on pay any Indebtedness owed, owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (bii) to make any loans or advances to the Company or any other Restricted Subsidiary of the Company, or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary of the Company, except for, in the case of clauses (i), (ii) and (iii) above, any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting existing under this Indenture and any restrictions existing or assignment of created on the Issue Date pursuant to any lease governing a leasehold interest agreement relating to Existing Indebtedness of the Company or any Restricted Subsidiary, or customary restrictions in licenses (b) pursuant to an agreement relating to Indebtedness incurred by such Restricted Subsidiary prior to the Property covered thereby date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not incurred in anticipation of becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate law or regulation and relating solely to the payment of dividends or distributions to stockholders, (d) with respect to restrictions of the nature described in clause (iii) above, included in a contract entered into in the ordinary course of business; business and consistent with past practices that contains provisions restricting the assignment of such contract, (e) pursuant to an agreement effecting a renewal, extension, refinancing, refunding or replacement of Indebtedness referred to in (a) or (b) any instrument governing Indebtedness of a Person acquired by above; provided, however, that the Company provisions contained in such renewal, extension, refinancing, refunding or any Restricted Subsidiary at the time of replacement agreement relating to such acquisition, which encumbrance or restriction is not applicable to any other Personrestriction, other than the Persontaken as a whole, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions provisions contained in the Revolving Credit Agreement and agreement the Convertible Notes Indentures subject thereof, as determined in effect on good faith by the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date board of directors, or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) which shall not in the Convertible Notes Indenturesaggregate cause the Company not to have the funds necessary to pay the principal of, the New Convertible Notes and any subsidiary guarantees thereofpremium, in each case as in effect if any, or interest, including Special Interest, on the Issue DateNotes at their Stated Maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by Parent or make payments on any Indebtedness owed, other Restricted Subsidiary or pay any Debt or other obligation owed to the Company Parent or any other Restricted Subsidiary, (bii) to make loans or advances to the Company Parent or any other Restricted Subsidiary or (ciii) to transfer any of its Property to the Company Parent or any other Restricted Subsidiary. (b) Notwithstanding the foregoing limitation, Parent may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist (i) any such restrictions being collectively referred encumbrance or restriction pursuant to herein as a “Payment Restriction”). Howeverany agreement in effect on the Issue Date, including, without limitation, the preceding Existing Credit Facility and the Existing Notes, (ii) any customary (as conclusively determined in good faith by the Chief Financial Officer of Parent) encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Qualified Credit Facility or Purchase Money Debt; provided, however, that such encumbrances and restrictions will not apply permit the distribution of funds to encumbrances the Issuer in an amount sufficient for the Issuer to make the timely payment of interest, premium (if any) and principal (whether at stated maturity, by way of a sinking fund applicable thereto, by way of any mandatory redemption, defeasance, retirement or restrictions existing under repurchase thereof, including upon the occurrence of designated events or circumstances or by reason of: (a) customary provisions restricting subletting virtue of acceleration upon an event of default, or assignment by way of any lease governing a leasehold interest redemption or retirement at the option of the Company holder of the Debt, including pursuant to offers to purchase) according to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Issuer, but provided further, however, that such agreement may nevertheless contain customary (as so determined) net worth, leverage, invested capital and other financial covenants, customary (as so determined) covenants regarding the merger of or sale of all or any substantial part of the assets of Parent or any Restricted Subsidiary, or customary (as so determined) restrictions in licenses relating on transactions with affiliates and customary (as so determined) subordination provisions governing Debt owed to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company Parent or any Restricted Subsidiary at the time of such acquisitionSubsidiary, (iii) any encumbrance or restriction pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (civ) any instrument governing Indebtedness encumbrance or Disqualified restriction pursuant to an agreement relating to any Debt of a Foreign Restricted Subsidiary Incurred pursuant to clause (ix) of paragraph (b) of Section 1011 that is applicable only to such Foreign Restricted Subsidiary and its Subsidiaries, (v) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b); provided, however, that the provisions contained in such agreement relating to such encumbrance or restriction are no more restrictive (as so determined) in any material respect than the provisions contained in the agreement the subject thereof, (vi) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction contained in any security agreement (including a Capital Stock Lease Obligation) securing Debt of Parent or a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the Property subject to such security agreement, (vii) in the case of clause (iii) of paragraph (a) above, customary provisions (A) that restrict the subletting, assignment or transfer of any Property that is a lease, license, conveyance or similar contract, (B) contained in asset sale or other asset disposition agreements limiting the transfer of the Property being sold or disposed of pending the closing of such Indebtedness sale or Disqualified disposition or (C) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of Property of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary, (viii) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Property of such Restricted Subsidiary; provided, however, that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is permitted under Section 4.09 abandoned and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, and (bix) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement encumbrance or restriction pursuant to this Indenture and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in paragraph (b) below, the Borrower will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Stock to the Borrower or make payments on any other Restricted Subsidiary or pay any Indebtedness owed, owed to the Company Borrower or any other Restricted Subsidiary, ; (bii) to make loans or advances to the Company Borrower or any other Restricted Subsidiary or Subsidiary; or (ciii) to transfer any of its Property property or assets to the Company Borrower or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law; (ii) this Agreement; (iii) any encumbrances or restrictions in effect as of the Original Effective Date and any encumbrances or restrictions contained in extensions, refinancings, renewals or replacements of any Indebtedness outstanding on the Original Effective Date that are not materially more restrictive than those in existence on the Original Effective Date; (iv) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting or assignment of in any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or any customary restrictions restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in licenses relating each case permitted to the Property covered thereby and entered into in the ordinary course of businessbe Incurred under this Agreement; (bv) any instrument governing Acquired Indebtedness of a Person acquired by not Incurred in connection with, or in anticipation or contemplation of, the Company relevant acquisition, merger or any Restricted Subsidiary at the time of such acquisitionconsolidation, which encumbrance or restriction is not applicable to any other 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, provided that such Indebtedness was not incurred in anticipation of such acquisition; (cvi) any instrument governing Indebtedness or Disqualified Capital Stock of restrictions with respect to a Restricted Subsidiary that is not of the Borrower imposed pursuant to a Subsidiary Guarantor; provided that (a) such Indebtedness binding agreement which has been entered into for the sale or Disqualified disposition of Capital Stock is permitted under Section 4.09 and (b) or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the terms and conditions Capital Stock or assets of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Datesuch Restricted Subsidiary being sold; (dvii) the Revolving Credit Agreement as in effect customary restrictions imposed on the Issue Date transfer of copyrighted or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Datepatented materials; (eviii) arising in connection with the Incurrence of Indebtedness of a Guarantor after the Original Effective Date; provided, that such encumbrances or restrictions (1) relate solely to such Guarantor, are required in order to effect such financing and are not more restrictive on the ability of such Guarantor to make the payments, distributions, loans, advances or transfers referred to above than necessarily and customarily accepted and (2) the Senior Secured Notes Indentureproposed encumbrances or restrictions, taken together with other encumbrances or restrictions on the New Senior Secured Notespayments, distributions, loans, advances or transfers referred to above in effect with respect to Restricted Subsidiaries, do not prevent the Additional New Senior Secured Notes Restricted Subsidiaries of the Borrower from making distributions to the Borrower sufficient to pay amounts payable in respect of its Indebtedness due during the 12 month period immediately following the Incurrence of such Indebtedness; (ix) arising in connection with the Incurrence of Indebtedness by a Permitted Joint Venture after the Original Effective Date, provided, that such encumbrances or restrictions are required in order to effect such financing and are not more restrictive on the subsidiary guarantees thereofability of the applicable Permitted Joint Venture to make the payments, distributions, loans, advances or transfers referred to above than necessarily and customarily accepted; or (fx) customary provisions in joint venture agreements and other similar agreements entered into in the Convertible Notes Indenturesordinary course of business consistent with past practice. Nothing contained in this Section 5.09 shall prevent the Borrower or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 5.10 or (2) restricting the New Convertible Notes and sale or other disposition of property or assets of the Borrower or any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof its Restricted Subsidiaries that secure Indebtedness provided such restriction is otherwise permitted by Section 5.10.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions distribution to the Issuer or any of the Restricted Subsidiaries on its Capital Stock or in with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, Subsidiaries; (b) to make loans or advances to the Company Issuer or any other of its Restricted Subsidiary or Subsidiaries; or (c) to transfer any of its Property the Issuer’s properties or assets to the Company Issuer or any other of its Restricted Subsidiary (any Subsidiaries; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) customary provisions restricting subletting Existing Indebtedness and existing agreements as in effect on the Issue Date; (ii) applicable law or assignment regulation; (iii) any instrument governing Acquired Debt and any other agreement or instrument of an acquired Person or any of its Subsidiaries as in effect at the time of acquisition (except to the extent such Indebtedness or other agreement or instrument 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 lease governing a leasehold interest Person, other than the Person, or the property or assets of the Company Person, so acquired or any Restricted Subsidiary, or of its Subsidiaries; (iv) by reason of customary restrictions non-assignment provisions in licenses relating to the Property covered thereby and leases entered into in the ordinary course of business; (bv) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness was not incurred are no more restrictive than those contained in anticipation of such acquisitionthe agreements governing the Indebtedness being refinanced; (cvi) any instrument governing this Indenture, the Notes and the Collateral Documents or the Issuer’s other Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantorranking pari passu with the Notes; provided that except as set forth in clause (avii) below such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 restrictions are no more restrictive taken as a whole than those imposed by this Indenture, the Notes and the Collateral Documents; (bvii) any Indebtedness; provided that the terms and conditions of any Payment Restrictions thereunder restrictions therein (i) are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement agreements governing such Indebtedness as in effect on the Issue Date or (ii) will not affect the Issuer’s ability to make principal or interest payments on the Notes (as determined by the Issuer in good faith); (viii) customary non-assignment provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course of business; (ix) any agreement for the sale or other disposition of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture that amendsrestricts distributions by that Restricted Subsidiary pending such sale or other disposition; (x) provisions limiting the disposition or distribution of assets or property (including cash) in joint venture agreements, modifiesasset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), and customary provisions in joint venture agreements and other similar agreements applicable to the Equity Interests or Indebtedness of such joint venture, which limitation is applicable only to the assets that are the subject of such agreements; (xi) Liens not prohibited under Section 4.12; (xii) any agreement for the sale of any Subsidiary or its assets that restricts distributions by that Subsidiary (or sale of such Subsidiary’s Equity Interests) pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this Indenture; (xiii) secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (xiv) Purchase Money Indebtedness that imposes restrictions of the type described in clause (c) above on the property so acquired; (xv) any amendments, modifications, restatements, renewals, increases, supplements, restatesrefundings, extendsreplacements or refinancings of the contracts, renews, refinances instruments or replaces the Revolving Credit Agreementobligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions of any Payment Restrictions thereunder are Issuer’s good faith judgment, not materially more restrictive as a whole with respect to such encumbrances and restrictions than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Datethose prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (exvi) Indebtedness or other agreements, including, without limitation, agreements described in clause (x) of this paragraph, of any non-Guarantor Subsidiary which imposes restrictions solely on such non-Guarantor Subsidiary and its Subsidiaries; (xvii) any restriction on cash or other deposits or net worth imposed by customers, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofordinary course of business; or (fxviii) the Convertible Notes Indentures, the New Convertible Notes and restrictions created in connection with any subsidiary guarantees thereofReceivables Facility that, in each case as in the good faith determination of the Issuer, are necessary or advisable to effect on the Issue Datesuch Receivables Facility.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuer to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ; (b2) to make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary or of the Issuer; or (c3) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary (any of the Issuer, in each case except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Notes and the related Guarantees, this Indenture, the Exchange Notes and the related guarantees, and the Escrow Agreement; (c) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to Subsidiary of the Property covered thereby and entered into in the ordinary course of businessIssuer; (bd) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other 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, provided that such Indebtedness was not incurred in anticipation of such acquisition; (ce) any instrument governing Indebtedness contractual encumbrances or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that restrictions (ai) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or (ii) in effect on the Distribution Date on substantially the terms described in the Offering Circular, including those arising under the Credit Facilities and any related documentation; (f) the Credit Agreement or an agreement governing other Pari Passu Indebtedness permitted to be incurred under this Indenture; provided that, with respect to any agreement that amendsgoverning such other Pari Passu Indebtedness, modifies, supplements, restates, extends, renews, refinances the provisions relating to such encumbrance or replaces restriction are no less favorable to the Revolving Credit Agreement; provided that Issuer in any material respect as determined by the terms Board of Directors of the Issuer in its reasonable and conditions of any Payment Restrictions thereunder are not materially more restrictive good faith judgment than the Payment Restrictions provisions contained in the Revolving Credit Agreement as in effect on the Issue Date; (eg) restrictions on the Senior Secured Notes Indenture, transfer of assets subject to any Lien permitted under this Indenture imposed by the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; orholder of such Lien; (fh) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the Convertible Notes Indentures, closing of such sale; (i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the New Convertible Notes ordinary course of business; (k) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (l) customary provisions in joint venture agreements and any subsidiary guarantees thereof, other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and (m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (b) and (d) through (l) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreements are no less favorable to the Issuer in any material respect as determined by the Board of Directors of the Issuer in effect on their reasonable and good faith judgment than the Issue Dateprovisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b) and (d) through (l) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided below, the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments distribution on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary; (ii) pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; (biii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (iv) sell, lease or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary; provided that it being understood that (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock; (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary; and (iii) the provisions contained in documentation governing Indebtedness requiring transactions between or among the Company and any Restricted Subsidiary or between or among any Restricted Subsidiary to be on fair and reasonable terms or on an arm’s length basis, in each case, shall not be deemed to constitute such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will an encumbrance or restriction. (b) The provisions of Section 4.08(a) do not apply to any encumbrances or restrictions: (i) existing in agreements as in effect on the Original Issue Date, or in the Notes, the Subsidiary Guarantees or this Indenture or under any Pari Passu Guarantee, or any extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that, the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of:of applicable law, rule, regulation or order; (aiii) customary provisions restricting subletting with respect to any Person or assignment the property or assets of any lease governing a leasehold interest of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or customary restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in licenses relating any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Property covered thereby Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (iv) that otherwise would be prohibited under Section 4.08(a)(iv) if they arise, or are agreed to, in the ordinary course of business, and that (a) restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license, (b) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (c) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Restricted Subsidiary in any material respect; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that is permitted by Section 4.05, Section 4.09 and Section 4.13; (vi) with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Incurrence of Indebtedness permitted under Section 4.05(b)(xi), Section 4.05(b)(xiv), Section 4.05(b)(xv), Section 4.05(b)(xvi), Section 4.05(b)(xvii) and Section 4.05(b)(xix) if, as determined by the Board of Directors, the encumbrances or restrictions are (A) customary for such type of agreement and (B) would not, at the time agreed to, be expected to materially and adversely affect the ability of the Company or any Subsidiary Guarantor to make required payment on the Notes or its Subsidiary Guarantee, as the case may be, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (vii) existing in customary provisions in shareholders agreements, joint venture agreements and other similar agreements permitted under this Indenture, to the extent such encumbrance or restriction relates to the activities or assets of a Restricted Subsidiary that is a party to such joint venture and if (as determined in good faith by the Board of Directors) (i) the encumbrances or restrictions are customary for a joint venture or similar agreement of that type and (ii) the encumbrances or restrictions would not, at the time agreed to, be expected to materially and adversely affect (x) the ability of the Company to make the required payments on the Notes, or (y) any Subsidiary Guarantor to make required payments under its Subsidiary Guarantee; (viii) customary provisions contained in agreements evidencing Liens incurred in accordance with Section 4.07 that limit the right of the debtor to dispose of the assets which are subject to the Liens; (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; or (bx) existing with respect to any instrument governing Indebtedness Unrestricted Subsidiary or the property or assets of such Unrestricted Subsidiary that is designated as a Person acquired by the Company or any Restricted Subsidiary in accordance with the terms of this Indenture at the time of such acquisitiondesignation and not incurred in contemplation of such designation, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the property or assets of any Person other than the Person, such Unrestricted Subsidiary or its subsidiaries or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation property or assets of such acquisition; (c) Unrestricted Subsidiary or its subsidiaries, and any instrument governing Indebtedness extensions, refinancing, renewals or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreementreplacements thereof; provided that the terms encumbrances and conditions of restrictions in any Payment Restrictions thereunder such extension, refinancing, renewal or replacement, taken as a whole, are not materially no more restrictive in any material respect to the Holders than the Payment Restrictions contained in the Revolving Credit Agreement as those encumbrances or restrictions that are then in effect on the Issue Date; (e) the Senior Secured Notes Indentureand that are being extended, the New Senior Secured Notesrefinanced, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterenewed or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Stock or make payments on pay any Indebtedness owed, Debt or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; (bii) to make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). Howeverof the Company, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason ofexcept: (a) any encumbrance or restriction pursuant to an agreement in effect at the Issue Date (including, but not limited to, the Senior Discount Notes Indenture) or any amendment, restatement, renewal or replacement of such agreement, so long as the encumbrances and restrictions are not materially more restrictive than those in the agreement in effect on the Issue Date; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction relating to any Debt of any Restricted Subsidiary of the Company at the date on which such Restricted Subsidiary was acquired by the Company or any Restricted Subsidiary of the Company (other than Debt incurred by such Restricted Subsidiary in connection with or in anticipation of its acquisition); (d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Debt issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), or permitted replacement or increase of Debt referred to in the foregoing clause (a) so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Debt being so refinanced; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, license or similar contract of the Company or any Restricted Subsidiary, Subsidiary of the Company or customary restrictions provisions in licenses relating to agreements that restrict the Property covered thereby and entered into assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction arising out of any sale of accounts receivable in the ordinary course (including in connection with a financing transaction) to or by (i) an Accounts Receivable Subsidiary or (ii) to Persons that are not Affiliates of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at of the time of such acquisition, which Company; (g) any encumbrance or restriction is not on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property (including, without limitation, customary restrictions relating to assets securing the Credit Agreement, any Vendor Debt or any Telecommunications Assets Debt under the applicable security documents); and (h) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 1016 with respect to the assets to be sold pursuant to such contract. Nothing contained in this Section 1013 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 1011 or (2) restrictions on the sale or other Person, other than the Person, disposition of property or the Property assets of the Person, so acquired, provided Company or any of its Restricted Subsidiaries to the extent that such Indebtedness was property or assets secure Debt of the Company or any of its Restricted Subsidiaries not incurred or secured in anticipation violation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes this Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company CNH Global shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective effective, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, ; (b) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company CNH Global or any other Restricted Subsidiary; or (c) transfer any of its property or assets to CNH Global or any other Restricted Subsidiary, (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason reasons of: (a1) any agreements (including, without limitation, any Existing Credit Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, renewals, replacements or refinancings are not, taken as a whole, materially more restrictive than the encumbrances or restrictions contained in such agreements on the Issue Date; (2) any Credit Facility or any Indebtedness incurred under clause (3) of the second paragraph of Section 4.10 if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) either senior management or the Board of Directors of CNH Global determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not affect the ability of Case New Holland to make principal or interest payments on the Notes as and when due and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined in good faith by either senior management or the Board of Directors of CNH Global); (3) this Indenture, the Notes and the Guarantees; (4) applicable law, rule, regulation or order; (5) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b6) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other 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, provided that such Indebtedness was not incurred in anticipation of such acquisition; (7) Purchase Money Indebtedness and Capitalized Lease Obligations permitted to be incurred pursuant to clause (11) of the second paragraph of Section 4.10 hereof that impose limitations of the nature described in clause (c) of the first paragraph of this Section 4.16; (8) customary restrictions on the transfer of any instrument property or assets arising under a security agreement governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is Lien permitted under Section 4.09 and this Indenture; (b9) any agreement governing Refinancing Indebtedness; provided, however, that the terms and conditions of encumbrances or restrictions contained in any Payment Restrictions thereunder such Refinancing Indebtedness are not not, taken as a whole, materially more restrictive than the Payment Restrictions provisions relating to such encumbrances or restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue DateIndebtedness being refinanced; (d10) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances governing the sale or replaces disposition of all or substantially all of the Revolving Credit AgreementCapital Stock or assets of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; and (11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that the terms and conditions of any Payment Restrictions thereunder such restrictions apply only to such Accounts Receivable Subsidiary or Qualified Receivables Assets which are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datesubject to a Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; or (b3) to make loans transfer any of its property or advances assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (aA) applicable law, rule, regulation or order; (B) this Indenture; (C) the Credit Agreement and/or the documentation for the Credit Agreement; (D) customary provisions restricting subletting contained in leases, licenses and other similar agreements entered into in the ordinary course of business, including customary non-assignment provisions of any contract or assignment of any lease governing a leasehold interest interest; (E) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Company or Person so acquired; (F) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (G) any other agreement entered into after the Issue Date which contains encumbrances and restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (H) any instrument governing Indebtedness of a Foreign Subsidiary, or ; (I) a security agreement governing a Lien permitted under this Indenture containing customary restrictions on the transfer of any property or assets; (J) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.13 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (K) any agreement governing the sale or disposition of any Restricted Subsidiary which restricts dividends and distributions of such Restricted Subsidiary pending such sale or disposition; (L) customary provisions in licenses relating to partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the Property covered thereby ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (M) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.11(a)(3) on the property so acquired; (N) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (O) customary restrictions pursuant to any Qualified Receivables Transaction or Permitted Factoring Transaction; (P) existing pursuant to provisions in instruments governing other Indebtedness of Restricted Subsidiaries permitted to be Incurred after the Issue Date; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Company’s Board of Directors) and (ii) the Company’s Board of Directors determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (Q) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (B), (C), (E), (F) and (G) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (R) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary. (b) For purposes of determining compliance with this covenant, (i) the priority of any instrument governing Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness of a Person acquired Incurred by the Company or any such Restricted Subsidiary at the time of such acquisition, which encumbrance or shall not be deemed a restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date ability to make loans or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries that is not a Guarantor to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockInterests owned by the Company or any Restricted Subsidiary, or make payments on with respect to any Indebtedness owedother interest or participation in, or measured by, its profits, or pay any Debt or other obligations owed to the Company or any other Restricted Subsidiary, Subsidiary (bit being understood that the priority of any Preferred Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Interests shall not be deemed a restriction on the ability to make distributions in Capital Interests); (2) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other Restricted Subsidiary to other Debt Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any such restrictions being collectively referred of its property or assets to herein as a “Payment Restriction”). However, the preceding restrictions Company or any Restricted Subsidiary. (b) Section 4.12(a) will not apply to the following encumbrances or restrictions (including those existing under or by reason of:): (a1) contractual encumbrances or restrictions pursuant to any Debt Facilities and related documentation and other agreements or instruments in effect at or entered into on the Issue Date; (2) any encumbrance or restriction under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and the Collateral Documents; (3) any encumbrance or restriction existing at the time of the acquisition of property, so long as the encumbrances or restrictions relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (4) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person; (5) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (1) through (4), so long as such encumbrances and restrictions contained in any such agreement are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (6) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, sublease, contract, or license of the Company or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (7) any encumbrance or restriction by reason of applicable law, rule, regulation, order, approval, license, permit or customary similar restriction; (8) any encumbrance or restriction in connection with the sale of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (9) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (b10) encumbrances and restrictions under any instrument governing Indebtedness Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired; provided that, in the case of Debt, such Debt was permitted by the terms of this Indenture to be Incurred; (11) encumbrances or restrictions that are customary provisions in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (12) encumbrances and restrictions arising in respect of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business permitted under this Indenture, in each case, to the extent such restrictions and encumbrances limit the right of the debtor to dispose of assets subject to such Liens and apply to the property so acquired (and proceeds thereof); (13) Liens securing Debt or other obligations otherwise permitted to be Incurred under this Indenture, including pursuant to the provisions of Section 4.10 that limit the right of the debtor to dispose of assets subject to such Liens; (14) encumbrances or restrictions relating to any Non-Recourse Receivable Subsidiary Debt or any other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such Indebtedness was not incurred restrictions apply only to such Receivable Subsidiary or the accounts receivable and related assets described in anticipation the definition of “Qualified Receivables Transaction” which are subject to such acquisitionQualified Receivables Transaction; (c15) any instrument other agreement governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Debt entered into after the Issue Date in compliance with Section 4.09 that contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions that are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d) the Revolving Credit Agreement as Date with respect to that Restricted Subsidiary pursuant to any agreements in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are do not materially more restrictive than affect the Payment Restrictions contained in the Revolving Credit Agreement as in effect Company’s ability to make anticipated principal or interest payments on the Issue DateNotes; (e16) restrictions on the Senior Secured Notes Indenturesale, lease or transfer of property or assets arising or agreed to in the New Senior Secured Notesordinary course of business, not relating to any Debt, and that do not, individually or in the Additional New Senior Secured Notes aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and the subsidiary guarantees thereofRestricted Subsidiaries taken as a whole; orand (f17) the Convertible Notes Indentures, the New Convertible Notes and encumbrances or restrictions arising under deferred compensation arrangements or any subsidiary guarantees thereof, “rabbi trust” formed in each case as in effect on the Issue Dateconnection with any such arrangement.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Until the Loan has been fully and indefeasibly paid as and when due, the Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to do any one of the following: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock, or make payments on any other Restricted Subsidiary; (ii) pay any Indebtedness owed, owed to the Company or any other Restricted Subsidiary, ; (biii) to make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (civ) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The foregoing negative covenants shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date , in this Agreement or any other agreements or instruments in effect on the Closing Date and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such restrictions being collectively referred extensions, refinancings, renewals or replacements are no less favorable in any material respect to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to Holder than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued (or, in the case of Acquired Preferred Stock, terms of such Acquired Preferred Stock) if the encumbrance or restriction applies only in the event of a default with respect to a financial covenant contained in such Indebtedness or agreement (or, in the case of Acquired Preferred Stock, upon the default in the payment of dividends upon such Acquired Preferred Stock) and such encumbrance or restriction is not materially more disadvantageous to Holder than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Note; (iii) existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessapplicable law; (biv) existing with respect to any instrument governing Indebtedness Person or the property or assets of a such Person acquired by the Company or any Restricted Subsidiary Subsidiary, existing at the time of such acquisitionacquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the property or assets of any Person other than such Person or the Personproperty or assets of such Person so acquired; (v) in the case of clause (iv) of sub-Section 5.2(a), (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or the Property is subject to, a lease, purchase mortgage obligation, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the PersonCompany or any Restricted Subsidiary not otherwise prohibited by this Agreement or (C) arising or agreed to in the ordinary course of business, so acquirednot relating to any Indebtedness, provided and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiaries in any manner material to the Company or any Restricted Subsidiary; or (vi) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Indebtedness was not incurred in anticipation of such acquisition;Restricted Subsidiary. (c) Nothing contained in this Section 5.2 shall prevent the Company or any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that from (ai) such Indebtedness creating, incurring, assuming or Disqualified Capital Stock is suffering to exist any Liens otherwise permitted under in Section 4.09 and 4.7 or (bii) restricting the terms and conditions sale or other disposition of any Payment Restrictions thereunder are not materially more restrictive than property or assets of the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Indebtedness of the Company or replaces the Revolving Credit Agreement; provided that the terms and conditions any of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateits Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (a) to pay dividends, in cash or otherwise, dividends or make any other distributions to the Issuer or any Restricted Subsidiary (1) on or in respect of its Capital Stock, or make payments on (2) with respect to any other interest or participation in, or measured by, its profits; (b) repay any Indebtedness owed, to the Company or any other obligation owed to the Issuer or any Restricted Subsidiary, ; (bc) to make loans or advances or capital contributions to the Company Issuer or any other of the Restricted Subsidiary Subsidiaries; or (cd) to transfer any of its Property Properties or assets to the Company Issuer or any other of the Restricted Subsidiary Subsidiaries, except in respect of any of (any a) through (d) above for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (a1) customary provisions restricting subletting encumbrances or assignment of any lease governing a leasehold interest of restrictions existing on the Company Issue Date that were created in compliance with or otherwise permitted to exist under the Existing Senior Subordinated Notes Indenture, to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2) this Indenture, the Notes and the Guarantees, (3) applicable law or any Restricted Subsidiaryapplicable rule, regulation or customary restrictions in licenses relating to order, (4) any encumbrance or restriction existing under the Property covered thereby and entered into in the ordinary course of business; Credit Facility, (b5) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties or assets of any Person, other than the Person, or the Property or assets of the Person (including any Subsidiary of the Person), so acquired, (6) customary non-assignment provisions in leases or other agreements entered into in the ordinary course of business, (7) Refinancing Indebtedness; provided that such restrictions are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness was not incurred being extended refinanced, renewed, replaced, defeased or refunded, (8) customary restrictions in anticipation security agreements or mortgages securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such acquisition; restrictions restrict the transfer of the property subject to such security agreements and mortgages, (c9) in the case of clause (d) only, any instrument governing encumbrance or restriction pursuant to an agreement for Purchase Money Indebtedness that is permitted to be outstanding under Section 4.06, or Disqualified (10) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in Section 4.12(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Guarantor or in respect of its Capital Stock, any other Restricted Subsidiary, (ii) pay any Debt or make payments on any Indebtedness owed, other obligation owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Guarantor or any other Restricted Subsidiary, or (biv) to make loans transfer any of its property or advances assets to the Company Guarantor or any other Restricted Subsidiary Subsidiary. (b) The provisions of Section 4.12(a) do not apply to any encumbrances or restrictions: (ci) to transfer any of its Property to existing on the Company Issue Date as provided for in this Indenture or any other Restricted Subsidiary (agreements in effect on the Issue Date, and any such extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions being collectively referred to herein in the extension, renewal, replacement or refinancing are, taken as a “Payment Restriction”). Howeverwhole, no less favorable in any material respect to the preceding restrictions will not apply to Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of:of applicable law; (aiii) customary provisions restricting subletting existing with respect to any Person, or assignment to the Property of any lease governing a leasehold interest of such Person, at the Company time the Person or the Property is acquired by the Guarantor or any Restricted Subsidiary, which encumbrances or customary restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in licenses relating the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in Section 4.12(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property covered thereby that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Guarantor or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.14; (vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s or the Guarantor’s ability to pay interest or principal, when due, on the Notes; (vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business; (bviii) any instrument governing Indebtedness of a Person acquired imposed by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred standard loan documentation in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that connection with loans from (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by Parent or make payments on any Indebtedness owed, other Restricted Subsidiary or pay any Debt or other obligation owed to the Company Parent or any other Restricted Subsidiary, (bii) to make loans or advances to the Company Parent or any other Restricted Subsidiary or (ciii) to transfer any of its Property to the Company Parent or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) any instrument governing Indebtedness of a Person acquired by Notwithstanding the Company or foregoing limitation, Parent may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist (i) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date, including, without limitation, the Existing Credit Facility and the Existing Notes, (ii) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that, as determined by the management of Parent at the time of such acquisitionfinancing, will not materially impair the Issuer’s ability to make payments as required under the Securities, (iii) any encumbrance or restriction pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (civ) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock restriction pursuant to an agreement relating to any Debt of a an Issuer Restricted Subsidiary that is not a Foreign Restricted Subsidiary GuarantorIncurred pursuant to clause (ix) of paragraph (b) of Section 1011 that is applicable only to such Issuer Restricted Subsidiary that is a Foreign Restricted Subsidiary and its Subsidiaries, (v) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b); provided provided, however, that the provisions contained in such agreement relating to such encumbrance or restriction are no more restrictive (as so determined) in any material respect than the provisions contained in the agreement the subject thereof, (vi) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction contained in any security agreement (including a Capital Lease Obligation) securing Debt of Parent or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such Indebtedness restrictions restrict the transfer of the Property subject to such security agreement, (vii) in the case of clause (iii) of paragraph (a) above, customary provisions (A) that restrict the subletting, assignment or Disqualified transfer of any Property that is a lease, license, conveyance or similar contract, (B) contained in asset sale or other asset disposition agreements limiting the transfer of the Property being sold or disposed of pending the closing of such sale or disposition or (C) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of Property of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary, (viii) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Property of such Restricted Subsidiary; provided, however, that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is permitted under Section 4.09 abandoned and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, and (bix) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement encumbrance or restriction pursuant to this Indenture and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company to (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ; (b) to make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any of the Company, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: : (a1) applicable law; (2) this Indenture; (3) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to Subsidiary of the Property covered thereby and entered into in the ordinary course of business; Company; (b4) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other 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, provided that such Indebtedness was not incurred in anticipation of such acquisition; ; (c5) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 agreements existing on the Issue Date to the extent and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as manner such agreements are in effect on the Issue Date; (d) , including the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the terms provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and conditions of any Payment Restrictions thereunder are not materially more restrictive good faith judgment than the Payment Restrictions provisions relating to such encumbrance or restriction contained in the Revolving Credit Agreement as agreements referred to in effect such clause (2), (4) or (5); or (7) customary restrictions on the Issue Date; (e) transfer of assets subject to a Permitted Lien imposed by the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateholder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by Parent or make payments on any Indebtedness owed, other Restricted Subsidiary or pay any Debt or other obligation owed to the Company Parent or any other Restricted Subsidiary, (bii) to make loans or advances to the Company Parent or any other Restricted Subsidiary or (ciii) to transfer any of its Property to the Company Parent or any other Restricted Subsidiary. (b) Notwithstanding the foregoing limitation, Parent may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist (i) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date, (ii) any customary (as conclusively determined in good faith by the Chief Financial Officer of Parent) encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Qualified Credit Facility or Purchase Money Debt; provided, however, that such encumbrances and restrictions being collectively referred permit the distribution of funds to herein as the Issuer in an amount sufficient for the Issuer to make the timely payment of interest, premium (if any) and principal (whether at stated maturity, by way of a “Payment Restriction”). Howeversinking fund applicable thereto, by way of any mandatory redemption, defeasance, retirement or repurchase thereof, including upon the preceding restrictions will not apply to encumbrances occurrence of designated events or restrictions existing under circumstances or by reason of: (a) customary provisions restricting subletting virtue of acceleration upon an event of default, or assignment by way of any lease governing a leasehold interest redemption or retirement at the option of the Company holder of the Debt, including pursuant to offers to purchase) according to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Issuer, but provided further, however, that such agreement may nevertheless contain customary (as so determined) net worth, leverage, invested capital and other financial covenants, customary (as so determined) covenants regarding the merger of or sale of all or any substantial part of the assets of Parent or any Restricted Subsidiary, or customary (as so determined) restrictions in licenses relating on transactions with affiliates and customary (as so determined) subordination provisions governing Debt owed to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company Parent or any Restricted Subsidiary at the time of such acquisitionSubsidiary, (iii) any encumbrance or restriction pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (civ) any instrument governing Indebtedness encumbrance or Disqualified restriction pursuant to an agreement effecting a refinancing of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b); provided, however, that the provisions contained in such agreement relating to such encumbrance or restriction are no more restrictive (as so determined) in any material respect than the provisions contained in the agreement the subject thereof, (v) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction contained in any security agreement (including a Capital Stock Lease Obligation) securing Debt of Parent or a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the Property subject to such security agreement, (vi) in the case of clause (iii) of paragraph (a) above, customary provisions (A) that restrict the subletting, assignment or transfer of any Property that is a lease, license, conveyance or similar contract, (B) contained in asset sale or other asset disposition agreements limiting the transfer of the Property being sold or disposed of pending the closing of such Indebtedness sale or Disqualified disposition or (C) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of Property of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary, (vii) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Property of such Restricted Subsidiary; provided, however, that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is permitted under Section 4.09 abandoned and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, and (bviii) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement encumbrance or restriction pursuant to this Indenture and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Holdings will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company Interests owned by Holdings or any Restricted Subsidiary or pay any Debt or other obligation owed to Holdings or any Restricted Subsidiary, (bii) to make loans or advances to the Company Holdings or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company Holdings or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions provisions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement or by any other agreement or documents entered into in connection with the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements or Refinancings, of any of the foregoing agreements or documents, provided that the amendments, modifications, restatements, renewals, increases, supplements or Refinancings, in the good faith judgment of the Issuer, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or Refinancings thereof; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted Refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such Refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being Refinanced in the good faith judgment of the Issuer; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company Holdings or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or customary restrictions in licenses order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under an agreement relating to a disposition of assets or Capital Interests, including, without limitation, any agreement for the Property covered thereby sale or other disposition of or by a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (i) restrictions on cash and other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing Indebtedness any Debt or Capital Interest of a Person acquired by the Company Holdings or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interest was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Debt, such Indebtedness Debt was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be Incurred; (cl) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this Section 4.8; (m) Liens securing Debt otherwise permitted to be Incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any instrument governing Non-Recourse Receivable Subsidiary Indebtedness or Disqualified Capital Stock other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary that is not in connection with a Subsidiary GuarantorQualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and (ao) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 any other agreement governing Debt entered into after the Issue Date that contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (d) the Revolving Credit Agreement as . Nothing contained in effect on the Issue Date this Section 4.8 shall prevent Holdings or any agreement Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (ii) restricting the sale or other disposition of property or assets of Holdings or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of Holdings or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company to (ai)(a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (ciii) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiarythis Indenture, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such Indebtedness was not incurred permitted by the terms of this Indenture to be incurred, (d) by reason of customary non-assignment provisions in anticipation leases entered into in the ordinary course of such acquisition; business and consistent with past practices, (ce) any instrument governing Indebtedness or Disqualified Capital Stock purchase money obligations for property acquired in the ordinary course of a Restricted Subsidiary business that is not a Subsidiary Guarantor; impose restrictions of the nature described in clause (iii) above on the property so acquired, (f) Permitted Refinancing Indebtedness, provided that (a) the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially no more restrictive than the Payment Restrictions those contained in the Revolving Credit Agreement and agreements governing the Convertible Notes Indentures as in effect on the Issue Date; Indebtedness being refinanced, (dg) the Revolving Credit Agreement as provisions of any Securitization that are exclusively applicable to any Securitization Entity, or (h) in effect on the Issue Date case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of Guarantors relating to the properties or any agreement that amendsassets of Guarantors subject to the Liens created thereby, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datesuch Liens were otherwise permitted to be incurred under Section 4.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to pay dividends or make distributions on or in respect of Capital Stock); (2) make loans or advances, or make payments on to pay any Indebtedness or other obligation owed, to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made by a Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed by the Company or such other Restricted Subsidiary, (b) or of Indebtedness or any other obligation owed by any Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed by such Restricted Subsidiary shall not be deemed a restriction on the ability of a Restricted Subsidiary to make loans or advances or to pay such Indebtedness or such other obligation); (3) guarantee any Indebtedness or any other obligation of the Company or any Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) With respect to clauses (1)-(4) above: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessapplicable law; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable pursuant to any other Person, other than or by reason of an agreement in effect at the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionIssue Date; (c) (i) this Indenture or any instrument other indentures governing Pari Passu Indebtedness; provided, however, that the provisions relating to such encumbrances or restriction contained in any such other indenture are no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrances or restrictions contained in this Indenture or (ii) instruments governing other Indebtedness of the Company or Disqualified Capital Stock any of a its Restricted Subsidiary that is not a Subsidiary GuarantorSubsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that (a) the provisions relating to such Indebtedness encumbrance or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder restriction contained in such instruments are not materially more restrictive less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the Payment Restrictions provisions contained in the Revolving Senior Credit Agreement Facility and the Convertible Notes Indentures in this Indenture as in effect on the Issue Date; (d) the Revolving Senior Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue DateFacility; (e) customary encumbrances and restrictions contained in agreements of the Senior Secured Notes Indenture, types described in the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; ordefinition of “Permitted Industry Investments”; (f) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (g) any encumbrance or restriction pursuant to or by reason of an instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to such Restricted Subsidiary, or the Convertible Notes Indenturesproperties or assets of such Restricted Subsidiary, other than the New Convertible Notes Person or the properties or assets of the Person so acquired; (h) customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock to be sold or disposed of; (i) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (j) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any subsidiary guarantees Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (k) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k), or contained in any amendment to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k); provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement governing Refinancing Indebtedness or amended agreement are, taken as a whole, no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the applicable agreement referred to in such clause (b), (c), (d) or (g) or this clause (k); (l) Commodity Agreements, Currency Agreements or Interest Rate Agreements permitted from time to time under this Indenture; (m) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.06 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); and (n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (2) with respect to clause (4) above only: (a) any encumbrance or restriction contained in security agreements, mortgages, purchase money agreements, Capitalized Lease Obligations or similar instruments securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, mortgages, purchase money agreements or similar instruments; (b) restrictions on cash or other deposits imposed by customers under contracts entered into in each case as the ordinary course of business; (c) provisions with respect to the disposition or distribution of assets or property in effect on operating agreements, joint venture agreements, development agreements, area of mutual interest agreements, unitization agreements and other agreements that are customary in the Issue DateCrude Oil and Natural Gas Business and entered into in the ordinary course of business; and (d) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, 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, consistent with past practice or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Company or make payments on any Indebtedness owed, other Restricted Subsidiary or to pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, ; (bii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. (b) Notwithstanding the foregoing limitation, the Company may, and may permit any Restricted Subsidiary (to, create or otherwise cause or suffer to exist any such restrictions being collectively referred encumbrance or restriction (i) pursuant to herein as any agreement in effect on March 31, 1997; (ii) any customary encumbrance or restriction applicable to a “Payment Restriction”). HoweverRestricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the preceding restrictions will not apply provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to encumbrances the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of or restrictions existing under sale of all or by reason of: (a) customary provisions restricting subletting or assignment any substantial part of any lease governing a leasehold interest the assets of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionSubsidiary; (iii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the PersonPerson so acquired; (iv) pursuant to an agreement effecting a renewal, refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b), provided, however, that the Property provisions contained in such renewal, refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (v) in the case of clause (iii) of paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the PersonCompany or a Restricted Subsidiary otherwise permitted under this Indenture, so acquiredbut only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (vi) in the case of clause (iii) of paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (vii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that such Indebtedness was not incurred in anticipation the consummation of such acquisition; (c) any instrument governing Indebtedness transaction would not result in a Default or Disqualified Capital Stock an Event of a Restricted Subsidiary Default, that such restriction terminates if such transaction is not a Subsidiary Guarantorconsummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; provided that (aviii) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 pursuant to applicable law; and (bix) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement pursuant to this Indenture and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in paragraph (b) below, IRSA will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any other Restricted Subsidiary, (b) to make loans or advances to the Company IRSA or any other Restricted Subsidiary or pay any Indebtedness owed to IRSA or any other Restricted Subsidiary; (c2) make loans or advances to IRSA or any other Restricted Subsidiary; or (3) transfer any of its Property property or assets to the Company IRSA or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law rule, regulation or order; (2) this Indenture or the Securities of any series; (3) the terms of any agreements governing Indebtedness in existence on the Issue Date, and any amendment, modification, restatement, renewal, restructuring, replacement or refinancing thereof; (4) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting or assignment of in any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or any customary restrictions restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in licenses relating each case permitted to the Property covered thereby and entered into in the ordinary course of businessbe Incurred under this Indenture; (b5) any instrument governing Acquired Indebtedness of a Person acquired by not Incurred in connection with, or in anticipation or contemplation of, the Company relevant acquisition, merger or any Restricted Subsidiary at the time of such acquisitionconsolidation, which encumbrance or restriction is not applicable to any other 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, ; (6) restrictions with respect to a Restricted Subsidiary of IRSA imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that such Indebtedness was not incurred in anticipation restrictions apply solely to the Capital Stock or assets of such acquisitionRestricted Subsidiary being sold; (c7) the terms of any instrument agreements governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary GuarantorAlto ▇▇▇▇▇▇▇ ▇.▇. permitted to be Incurred subsequent to the Issue Date in accordance with the covenant described above under the caption Section 3.16; provided that (i) such agreements permit Alto ▇▇▇▇▇▇▇ ▇.▇. to pay annual dividends or make other distributions in respect of its Capital Stock (so long as (a) no default or event of default has occurred and is continuing under the relevant agreement, or would occur immediately after giving effect to such Indebtedness dividend or Disqualified Capital Stock is permitted under Section 4.09 distribution and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to pay dividends or make distributions on or in respect of Capital Stock); (2) make loans or advances, or make payments on to pay any Indebtedness or other obligation owed, to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made by a Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed by the Company or such other Restricted Subsidiary, (b) or of Indebtedness or any other obligation owed by any Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed such Restricted Subsidiary shall not be deemed a restriction on the ability of a Restricted Subsidiary to make loans or advances or to pay such Indebtedness or such other obligation); (3) guarantee any Indebtedness or any other obligation of the Company or any Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) With respect to clauses (1)-(4) above: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessapplicable law; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable pursuant to any other Person, other than or by reason of an agreement in effect at the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionIssue Date; (c) (i) this Supplemental Indenture or any instrument other indentures governing Pari Passu Indebtedness; provided, however, that the provisions relating to such encumbrances or restriction contained in any such other indenture are no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrances or restrictions contained in this Supplemental Indenture or (ii) instruments governing other Indebtedness of the Company or Disqualified Capital Stock any of a its Restricted Subsidiary that is not a Subsidiary GuarantorSubsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that (a) the provisions relating to such Indebtedness encumbrance or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder restriction contained in such instruments are not materially more restrictive less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the Payment Restrictions provisions contained in the Revolving Senior Credit Agreement Facility and the Convertible Notes Indentures in this Supplemental Indenture as in effect on the Issue Date; (d) the Revolving Senior Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue DateFacility; (e) customary encumbrances and restrictions contained in agreements of the Senior Secured Notes Indenture, types described in the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; ordefinition of “Permitted Industry Investments”; (f) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (g) any encumbrance or restriction pursuant to or by reason of an instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to such Restricted Subsidiary, or the Convertible Notes Indenturesproperties or assets of such Restricted Subsidiary, other than the New Convertible Notes Person or the properties or assets of the Person so acquired; (h) customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Supplemental Indenture solely in respect of the assets or Capital Stock to be sold or disposed of; (i) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (j) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any subsidiary guarantees Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (k) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k), or contained in any amendment to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k); provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement governing Refinancing Indebtedness or amended agreement are, taken as a whole, no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the applicable agreement referred to in such clause (b), (c), (d) or (g) or this clause (k); (l) Commodity Agreements, Currency Agreements or Interest Rate Agreements permitted from time to time under this Supplemental Indenture; (m) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.06 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); and (n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (2) with respect to clause (4) above only: (a) any encumbrance or restriction contained in security agreements, mortgages, purchase money agreements, Capitalized Lease Obligations or similar instruments securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, mortgages, purchase money agreements or similar instruments; (b) restrictions on cash or other deposits imposed by customers under contracts entered into in each case as the ordinary course of business; (c) provisions with respect to the disposition or distribution of assets or property in effect on operating agreements, joint venture agreements, development agreements, area of mutual interest agreements, unitization agreements and other agreements that are customary in the Issue DateCrude Oil and Natural Gas Business and entered into in the ordinary course of business; and (d) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, 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, consistent with past practice or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to : (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) pay Indebtedness owed to the Issuer or any Restricted Subsidiary, ; (b3) to make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c4) to transfer any of its Property properties or assets to the Company Issuer or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) Section 4.11(a) will not apply to encumbrances or restrictions restrictions: (1) set forth in agreements in effect at or entered into on the Issue Date or Effective Date; (2) set forth in this Indenture, the Notes and the Note Guarantees; (3) existing under or by reason of:of applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4) (a) customary provisions restricting subletting or assignment of any lease set forth in agreements governing a leasehold interest Indebtedness permitted to be incurred under Section 4.03; provided that, in the judgment of the Company Company, any such encumbrance or any Restricted Subsidiary, restriction will not materially impair the Issuer’s ability to make payments under the Notes when due (as determined in good faith by senior management or customary the Board of Directors of the Issuer) and (b) set forth in agreements governing Permitted Refinancing Indebtedness; provided that the restrictions in licenses relating to the Property covered thereby and entered into set forth in the ordinary course agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole (as reasonably determined in good faith by senior management or the Board of businessDirectors of the Issuer), than those contained in the agreements governing the Indebtedness being refinanced; (b5) with respect to any instrument governing Indebtedness Person or the property or assets of a Person acquired by the Company Issuer or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the Property property or assets of the PersonPerson and its Subsidiaries, so acquired; (6) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, sub-lease, license, sub-license, conveyance or contract or similar property or asset; (7) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture; (8) Liens permitted to be incurred under the provisions of Section 4.06; (9) that restrict distributions or transfer by a Restricted Subsidiary if such restrictions exist under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, that Restricted Subsidiary and are pending such sale or other disposition; (10) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (11) arising pursuant to contractual requirements of a Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided that such Indebtedness was not incurred in anticipation of restrictions apply only to such acquisitionSecuritization Special Purpose Entity; (c12) arising from customary provisions in joint venture agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (13) arising from Capital Lease Obligations, any instrument agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Capital Lease Obligation, Purchase Money Indebtedness, security agreements or mortgages; (14) any encumbrance or restriction arising in the ordinary course of business, not relating to any Indebtedness, that is not a Subsidiary Guarantordoes not, individually or in the aggregate, materially detract from the value of the property of the Issuer and the Restricted Subsidiaries, taken as whole, or adversely affect the Issuer’s ability to make principal and interest payments on the Notes, in each case, as determined in good faith by the Issuer; and (15) arising under any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement or arrangement referred to in clause (1), (2), (4), (5) or (13) of this Section 4.11(b); provided that (a) such Indebtedness amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Disqualified Capital Stock refinancing is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive restrictive, as reasonably determined in good faith by senior management or the Board of Directors of the Issuer, with respect to such encumbrances and other restrictions taken as a whole than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on pay any Indebtedness owed, owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (bii) to make loans any Investment in the Company or advances any of its Restricted Subsidiaries, (iii) transfer any of its properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries or (civ) to transfer guarantee any Indebtedness of its Property to the Company or any other of its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (aA) customary provisions restricting subletting applicable law, (B) any instrument governing Acquired Indebtedness permitted to be incurred under Section 4.9 which encumbrances or assignment restrictions are not applicable to any Person or the properties or assets of any lease Person, other than the Person so acquired or its Subsidiaries, or the property or assets of the Person so acquired or its Subsidiaries, (C) any restrictions existing under agreements in effect on the Initial Issuance Date, (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, provided, that such disposition is permitted pursuant to Section 4.10, (E) any agreement governing Indebtedness otherwise permitted under the Indenture restricting the sale or other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a leasehold interest Restricted Subsidiary to pay dividends or to make distributions, loans or advances, (F) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.9 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), (G) this Indenture, (H) the Credit Facility and other Senior Indebtedness, (I) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of clause (iii) above, agreements (1) that restrict in a customary manner the subletting, pledging, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired Subsidiary not otherwise prohibited by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes this Indenture, the New Senior Secured Notesincluding, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentureswithout limitation, the New Convertible Notes and transfer restrictions on any subsidiary guarantees thereof, in each case as in effect on the Issue Date.specific properties or assets that are subject to a sale agreement otherwise permitted pursuant

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: : (a) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Company or make payments on any Indebtedness owed, other Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, ; (b) to make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary (to, suffer to exist any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (a) customary provisions restricting subletting or assignment of imposed pursuant to any lease governing a leasehold interest of agreement in effect on the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to Closing Date (including the Property covered thereby and entered into in the ordinary course of businessSenior Credit Facility); (b) imposed pursuant to an agreement relating to any instrument governing Indebtedness of Debt Incurred by a Person acquired by (other than a Restricted Subsidiary existing on the Company Closing Date or any Restricted Subsidiary at carrying on any of the time businesses of any such acquisitionRestricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in anticipation of becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation the Incurrence of such acquisitionDebt is permitted by Section 3.01 hereof; (c) any instrument governing Indebtedness imposed pursuant to an agreement effecting a renewal, refunding or Disqualified Capital Stock extension of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that Debt Incurred pursuant to an agreement referred to in clause (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) of this paragraph; provided, however, that the terms and conditions of any Payment Restrictions thereunder provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions provisions contained in the Revolving Credit Agreement and agreement the Convertible Notes Indentures as in effect on the Issue Datesubject thereof; (d) in the Revolving Credit Agreement as case of a restriction described in effect on clause (c) of the Issue Date or any agreement that amendspreceding paragraph, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in any security agreement (including a capital lease) securing Debt of a Restricted Subsidiary otherwise permitted under the Revolving Credit Agreement as in effect on Indenture, but only to the Issue Dateextent such restrictions restrict the transfer of the assets or property subject to such security agreement; (e) in the Senior Secured Notes Indenturecase of a restriction described in clause (c) of the preceding paragraph, consisting of customary nonassignment provisions entered into in the New Senior Secured Notesordinary course of business in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under any such contract; (f) contained in a franchise or other agreement entered into in the ordinary course of business with an automobile manufacturer and which has terms reasonably customary for such agreements between or among such automobile manufacturer, its dealers and/or the Additional New Senior Secured Notes and owners of such dealers; (g) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been entered into for the subsidiary guarantees thereofsale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that such restriction terminates if such transaction is closed or abandoned; or (fh) in bona fide contracts for the Convertible Notes Indentures, sale of any property or assets; or (i) if such encumbrance or restriction is the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateresult of applicable laws or regulations.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to pay dividends or make distributions on or in respect of Capital Stock); (2) make loans or advances, or make payments on to pay any Indebtedness or other obligation owed, to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made by a Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed by the Company or such other Restricted Subsidiary, (b) or of Indebtedness or any other obligation owed by any Restricted Subsidiary to the Company or any Restricted Subsidiary to other Indebtedness or obligations incurred or owed such Restricted Subsidiary shall not be deemed a restriction on the ability of a Restricted Subsidiary to make loans or advances or to pay such Indebtedness or such other obligation); (3) guarantee any Indebtedness or any other obligation of the Company or any Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) With respect to clauses (1)-(4) above: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessapplicable law; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable pursuant to any other Person, other than or by reason of an agreement in effect at the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionIssue Date; (c) (i) this Supplemental Indenture or any instrument other indentures governing Pari Passu Indebtedness; provided, however, that the provisions relating to such encumbrances or restriction contained in any such other indenture are no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrances or restrictions contained in this Supplemental Indenture or (ii) instruments governing other Indebtedness of the Company or Disqualified Capital Stock any of a its Restricted Subsidiary that is not a Subsidiary GuarantorSubsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that (a) the provisions relating to such Indebtedness encumbrance or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder restriction contained in such instruments are not materially more restrictive less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the Payment Restrictions provisions contained in the Revolving Senior Credit Agreement Facility and the Convertible Notes Indentures in this Supplemental Indenture as in effect on the Issue Date; (d) the Revolving Senior Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue DateFacility; (e) customary encumbrances and restrictions contained in agreements of the Senior Secured Notes Indenture, types described in the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; ordefinition of “Permitted Industry Investments”; (f) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (g) any encumbrance or restriction pursuant to or by reason of an instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to such Restricted Subsidiary, or the Convertible Notes Indenturesproperties or assets of such Restricted Subsidiary, other than the New Convertible Notes Person or the properties or assets of the Person so acquired; (h) customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Supplemental Indenture solely in respect of the assets or Capital Stock to be sold or disposed of; (i) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (j) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any subsidiary guarantees Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (k) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k), or contained in any amendment to an agreement referred to in clause (b), (c), (d) or (g) above or this clause (k); provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreement governing Refinancing Indebtedness or amended agreement are, taken as a whole, no less favorable to the Holders in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in the applicable agreement referred to in such clause (b), (c), (d) or (g) or this clause (k); (l) Commodity Agreements, Currency Agreements or Interest Rate Agreements permitted from time to time under this Supplemental Indenture; (m) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.06 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); and (n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (2) with respect to clause (4) above only: (a) any encumbrance or restriction contained in security agreements, mortgages, purchase money agreements, Capital Lease Obligations or similar instruments securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, mortgages, purchase money agreements or similar instruments; (b) restrictions on cash or other deposits imposed by customers under contracts entered into in each case as the ordinary course of business; (c) provisions with respect to the disposition or distribution of assets or property in effect on operating agreements, joint venture agreements, development agreements, area of mutual interest agreements, unitization agreements and other agreements that are customary in the Issue DateCrude Oil and Natural Gas Business and entered into in the ordinary course of business; and (d) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, 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, consistent with past practice or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Cedar Fair shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distribution to Cedar Fair or any of its Restricted Subsidiaries on its Capital Stock (it being understood that the priority of any Preferred Equity Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock) or in with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Cedar Fair or any of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, Subsidiaries; (b) to make loans or advances to the Company Cedar Fair or any other of its Subsidiaries (it being understood that the subordination of loans or advances made to Cedar Fair or any Restricted Subsidiary to other Indebtedness incurred by Cedar Fair or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c) to transfer any of its Property properties or assets to the Company Cedar Fair or any other of its Restricted Subsidiary (any Subsidiaries; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) Existing Indebtedness and existing agreements as in effect on the Issue Date (including, without limitation, the Credit Agreement, this Indenture, the Notes, the Guarantees, the First Lien Intercreditor Agreement and the Security Agreements); (ii) applicable law, rule or regulation; (iii) any instrument governing Acquired Debt and any other agreement or instrument of an acquired Person or any of its Subsidiaries as in effect at the time of acquisition (except to the extent such Indebtedness or other agreement or instrument 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 or any of its Subsidiaries; (iv) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (v) this Indenture and the Notes or by Cedar Fair’s other Indebtedness ranking pari passu with the Notes; provided that except as set forth in clause (vi) below such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes; (vi) any Credit Facility; provided that the restrictions therein are not (i) materially more restrictive than the agreements governing such Indebtedness as in effect on the Issue Date or (ii) will not affect the Issuers’ ability to make principal or interest payments on the Notes (as determined by Cedar Fair in good faith); (vii) customary non-assignment provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiaryin contracts, or customary restrictions in leases, sub-leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business; (bviii) any instrument governing agreement for the sale or other disposition of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (ix) provisions limiting the disposition or distribution of assets or property (including cash) 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), and customary provisions in joint venture agreements and other similar agreements applicable to the Equity Interests or Indebtedness of a Person acquired by such joint venture, which limitation is applicable only to the Company or any Restricted Subsidiary at assets that are the time subject of such acquisition, agreements; (x) Permitted Liens; (xi) any agreement for the sale of any Subsidiary or its assets that restricts distributions by that Subsidiary (or sale of such Subsidiary’s Equity Interests) pending its sale; provided that during the entire period in which such encumbrance or restriction is not applicable to effective, such sale (together with any other Person, sales pending) would be permitted under the terms of this Indenture; (xii) secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (xiii) Purchase Money Indebtedness that imposes restrictions of the type described in clause (c) above on the property so acquired; (xiv) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than the Personon a pro rata basis; (xv) restrictions in Investments in Persons that are Restricted Subsidiaries; (xvi) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or the Property refinancings of the Personcontracts, so acquired, instruments or obligations referred to in clauses (i) through (xv) above; provided that such Indebtedness was amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in Cedar Fair’s good faith judgment, not incurred in anticipation of materially more restrictive as a whole with respect to such acquisitionencumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (cxvii) any instrument governing Indebtedness or Disqualified Capital Stock other agreements including, without limitation, agreements described in clause (ix) of a this paragraph, of any Restricted Subsidiary that is not an Issuer or a Guarantor that impose restrictions solely on such Restricted Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofits Subsidiaries; or (fxviii) the Convertible Notes Indenturesany restriction on cash or other deposits or net worth imposed by customers, the New Convertible Notes and any subsidiary guarantees thereoflicensors or lessors or required by insurance, surety or bonding companies, in each case as under contracts entered into in effect on the Issue Dateordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted SubsidiarySubsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, (b) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, (bc) to make loans or advances to the Company guarantee any Indebtedness or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest obligation of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating (d) transfer any of its property or assets to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at (each of the time foregoing restrictions, a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of such acquisition(i) applicable law, (ii) this Indenture, (iii) customary non-assignment provisions of any lease or other agreement of the Company or any Restricted Subsidiary, (iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction was not incurred in connection with, as a result of, or in anticipation of the incurrence of such Indebtedness and is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that such (v) instruments governing Indebtedness was not of Restricted Subsidiaries in respect of Vendor Financing Arrangements incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) accordance with the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; this Indenture, (dvi) the Revolving Credit Agreement as in effect agreements existing on the Issue Date as such agreements are from time to time in effect; provided, however, that any amendments or -------- ------- modifications of such agreements which affect the encumbrances or restrictions of the types subject to this covenant shall not result in such encumbrances or restrictions being less favorable to the Company in any agreement that amendsmaterial respect, modifiesas determined in good faith by the Board of Directors, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (evii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement described in clause (iv), (v) or (vi) of this Section 4.16; provided, -------- however, that the Senior Secured Notes Indentureprovisions relating to such encumbrance or ------- restriction contained in any such refinancing, replacement or substitution agreement are not less favorable to the New Senior Secured NotesCompany in any material respect as determined in good faith by the Board of Directors than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (iv), (v) or (vi) of this Section 4.16, (viii) Liens permitted under this Indenture to the Additional New Senior Secured Notes extent that such Liens restrict the transfer of the asset or assets subject thereto, and (ix) with respect to clause (d) above, purchase money obligations for property acquired in the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateordinary course of business pursuant to ordinary business terms.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided below, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock, or make payments on any other Restricted Subsidiary; (ii) pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; (biii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (iv) sell, lease or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary Subsidiary; provided that for the avoidance of doubt the following shall not be deemed to constitute such an encumbrance or restriction: (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, i) the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment priority of any lease governing a leasehold interest Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock; (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary, ; and (iii) the provisions contained in documentation governing Indebtedness requiring transactions between or customary restrictions in licenses relating among the Company and any Restricted Subsidiary or between or among any Restricted Subsidiary to the Property covered thereby be on fair and entered into in the ordinary course of business;reasonable terms or on an arm’s length basis. (b) The provisions of Section 4.08(a) do not apply to any instrument governing encumbrances or restrictions: (i) existing in agreements as in effect on the Original Issue Date, or in the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees, this Indenture, the Security Documents, or under any Permitted Pari Passu Secured Indebtedness of the Company or any Subsidiary Guarantor Pledgor or Pari Passu Subsidiary Guarantee of any Subsidiary Guarantor or any JV Subsidiary Guarantor, and any extensions, refinancings, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, rule, regulation or order; (iii) with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary Subsidiary, existing at the time of such acquisitionacquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the property or assets of any Person other than the Person, such Person or the Property property or assets of the Person, such Person so acquired, and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such Indebtedness was not incurred extension, refinancing, renewal or replacement, taken as a whole, are no more restrictive in anticipation of such acquisitionany material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (civ) that otherwise would be prohibited by the provision described in clause (a)(iv) of Section 4.08(a) if they arise, or are agreed to, in the ordinary course of business and, that (i) restrict in a customary manner the subletting, assignment or transfer of any instrument governing Indebtedness property or Disqualified asset that is subject to a lease or license, (ii) exist by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (iii) do not relate to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of a of, or property and assets of, such Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under by Section 4.05, Section 4.09 and Section 4.13; or (bvi) with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the terms Incurrence of Indebtedness permitted described under clauses (viii), (xiv), (xvi), (xvii), (xviii) or (xix) of Section 4.05(b) if, as determined by the Board of Directors, the encumbrances or restrictions are (i) customary for such types of agreements and conditions (ii) would not, at the time agreed to, be expected to materially and adversely affect the ability of the Company to make required payment on the Notes and, with respect to Indebtedness permitted under clauses (viii), (xvi), (xvii), (xviii) and (xix) of Section 4.05(b), any extensions, refinancings, renewals or replacements of any Payment Restrictions thereunder are not materially more restrictive than of the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreementforegoing agreements; provided that the terms encumbrances and conditions of restrictions in any Payment Restrictions thereunder such extension, refinancing, renewal or replacement, taken as a whole, are not materially no more restrictive in any material respect to the Holders than the Payment Restrictions contained in the Revolving Credit Agreement as those encumbrances or restrictions that are then in effect on the Issue Date; (e) the Senior Secured Notes Indentureand that are being extended, the New Senior Secured Notesrefinanced, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterenewed or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (a) to (i) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted SubsidiarySubsidiary (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any Restricted Subsidiary or (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property properties or assets to the Company or any other Restricted Subsidiary (any Subsidiary, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: reasons of (ai) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (ii) the Indenture, the Notes and the Guarantees, (iii) the Credit Facility, (iv) applicable law, (v) customary nonassignment provisions restricting subletting in leases, (vi) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness shall not be materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (vii) customary restrictions imposed in connection with Purchase Money Indebtedness or assignment of any lease governing a leasehold interest Capital Lease Obligations permitted under Section 4.06 as long as such customary restrictions are not materially more restrictive than those set forth in the Credit Facility on the Issue Date (except that they may impose restrictions on the transfer of the Company or any Restricted Subsidiaryasset so financed), or customary (viii) restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person agreements with Persons acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance do not extend to Property or restriction is not applicable to any other Person, assets other than the PersonProperty or assets of such Persons, (ix) customary restrictions in security agreements or the Property mortgages securing Indebtedness of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness Company or Disqualified Capital Stock of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages or (x) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that is not a Subsidiary Guarantor; provided that (a) such Indebtedness has been entered into for the sale or Disqualified disposition of all or substantially all of the Capital Stock is permitted under Section 4.09 and (b) the terms and conditions or assets of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datesuch Restricted Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (a) to (i) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary (A) on its Equity Interests or in (B) with respect of its Capital Stockto any other interest or participation in, or make payments on measured by, its profits or (ii) pay any Indebtedness owed, owed to the Company or any other Restricted Subsidiary, (b) to make any loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (Subsidiary, except any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances encumbrance or restrictions restriction existing under or by reason of: (ai) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessExisting Indebtedness; (bii) applicable law; (iii) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, which encumbrance or however, that (A) such restriction is not applicable to any other Person or the properties or assets of any other Person, other than and (B) the Person, or consolidated net income (loss) of such acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the Property terms of the Person, Indenture; (iv) by reason of customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (v) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired; (vi) Refinancing Indebtedness permitted under Section 4.03; provided, however, that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (vii) the Credit Agreement; (viii) agreements relating to the financing of the acquisition of real or tangible personal property acquired after the date of the Indenture, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock of a Restricted Subsidiary restriction relates only to the property that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) acquired and, in the terms and conditions case of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date encumbrance or any agreement restriction that amendsconstitutes a Lien, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofsuch Lien constitutes a Purchase Money Lien; or (fix) any restriction or encumbrance contained in contracts for sale of assets in respect of the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateassets being sold pursuant to such contract.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any other of its Restricted Subsidiary, Subsidiaries; (bii) to make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company; or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary or of the Company. (cb) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation or order; (ii) this Indenture, the Notes, the Exchange Notes and any Note Guarantees; (iii) customary provisions restricting subletting or assignment of any contract, lease or license restricting assignments, subservicing, subcontracting or other transfers; (iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (v) the Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and 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 Company); (vi) agreements existing on the Issue Date, including the Existing Credit Facility, to the extent and in the manner such agreements are in effect on the Issue Date; (vii) restrictions on the transfer of assets (other than cash) held in a leasehold interest Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; (viii) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitations on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other customary limitations which, in each case as determined in good faith by the Company, are customary or will not materially affect the ability of the Company to pay the principal, interest and premium and Additional Interest, if any, on the Notes; (ix) restrictions on the transfer of assets subject to any Restricted SubsidiaryLien permitted under this Indenture imposed by the holder of such Lien; (x) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (xi) any agreement or instrument governing Capital Stock of any Person that is acquired; (xii) the requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Company formed in connection therewith; (xiii) customary restrictions provisions in licenses joint venture and other similar agreements relating solely to the Property covered thereby assets or the Equity Interests of such joint venture; (xiv) customary provisions in leases, licenses and other agreements entered into in the ordinary course of business; (bxv) restrictions on cash or other deposits or net worth imposed by customers or other counterparties of the Company and its Restricted Subsidiaries under contracts entered into in the ordinary course of business; (xvi) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 4.08(a); (xvii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property not otherwise prohibited under this Indenture; (xviii) other Indebtedness, Disqualified Capital Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; provided that the restrictions will not materially affect the ability of the Company to pay the principal, interest and premium, if any, and Additional Interest, if any, on the Notes, as determined in good faith by the Company; and (xix) any instrument governing Indebtedness of a Person acquired encumbrances or restrictions imposed by the Company any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property refinancings of the Personcontracts, so acquired, instruments or obligations referred to in clauses (ii) through (iv) and (vi) through (xviii) of this Section 4.08(b); provided that such Indebtedness was not incurred amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in anticipation the good faith judgment of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock the Company’s Board of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are Directors whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date dividend or any agreement that amendsother payment restrictions prior to such amendment, modifiesmodification, supplementsrestatement, restatesrenewal, extendsincrease, renewssupplement, refinances refunding, replacement or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuer to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ; (b2) to make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary or of the Issuer; or (c3) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary (any of the Issuer; in each case except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Notes and the related Guarantees, this Indenture and the Escrow Agreement; (c) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Issuer; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or customary the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (e) contractual encumbrances or restrictions (i) in licenses effect on the Issue Date or (ii) in effect on the Distribution Date on substantially the terms described in the Offering Circular, including those arising under the Credit Facilities and any related documentation; (f) the First Lien Credit Agreement or an agreement governing Additional Parity Debt permitted to be incurred under this Indenture; provided that, with respect to any agreement governing such Additional Parity Debt, the provisions relating to such encumbrance or restriction are no less favorable to the Property covered thereby Issuer in any material respect as determined by the Board of Directors of the Issuer in its reasonable and good faith judgment than the provisions contained in the First Lien Credit Agreement as in effect on the Escrow Release Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (k) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (l) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and (m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (b) any instrument governing Indebtedness of a Person acquired by and (d) through (l) above; provided, however, that the Company or any Restricted Subsidiary at the time of provisions relating to such acquisition, which encumbrance or restriction is not applicable contained in any such agreements are no less favorable to the Issuer in any other Person, other material respect as determined by the Board of Directors of the Issuer in their reasonable and good faith judgment than the Person, provisions relating to such encumbrance or the Property of the Person, so acquired, provided that restriction contained in agreements referred to in such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and clauses (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; through (el) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateabove.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary, ; (biii) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other Restricted Subsidiary (to other Indebtedness Incurred by the Company or any such restrictions being collectively referred Restricted Subsidiary shall not be deemed a restriction on the ability to herein as a “Payment Restriction”make loans or advances). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:; or (aiv) customary provisions restricting subletting transfer any of its properties or assignment of any lease governing a leasehold interest of assets to the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) However, the restrictions set forth in Section 4.12(a) above shall not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to the Credit Agreement as in effect on the Issue Date, Existing Indebtedness or any instrument governing other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not (as determined in good faith by the Company) materially more restrictive than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (ii) contained in the terms of any Indebtedness Incurred pursuant to Section 4.10 if (1) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or (y) the Company determines in good faith at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company and (2) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith); (iii) set forth in this Indenture, the Notes or the Note Guarantees; (iv) existing under or by reason of applicable law, rule, regulation, approval, license, permit or order; (v) with respect to any Person or the property or assets of a Person acquired by the Company or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquiredacquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or Disqualified Capital Stock of refinancings, taken as a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder whole, are not (as determined by the Company in good faith) materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Datedate of the acquisition or designation; (dvi) that restrict in a customary manner the Revolving Credit Agreement as in effect on the Issue Date subletting, assignment or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions transfer of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained property or asset that is a lease, license, conveyance or contract or similar property or asset, including in the Revolving Credit Agreement as in effect on the Issue Daterespect of a Sale and Leaseback Transaction permitted under this Indenture; (evii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Senior Secured Notes Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or; (fviii) arising or agreed to in the Convertible Notes Indenturesordinary course of business, not relating to any Indebtedness, and that do not, individually or in the New Convertible Notes aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (ix) with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (x) existing pursuant to purchase money obligations for assets acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture or operating leases that impose encumbrances or restrictions on the assets so acquired or covered thereby; (xi) existing pursuant to any subsidiary guarantees thereofIndebtedness Incurred by a Foreign Subsidiary under Section 4.10(b)(xvii); (xii) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case as case, under contracts entered into in effect the ordinary course of business; and (xiii) arising from customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, operating agreements, asset sale agreements, stock sale agreements and other similar agreements which the Company determines in good faith will not adversely affect the Company’s ability to make payments of principal or interest on the Issue DateNotes.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Issuer or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary, (bii) to make loans or advances to the Company Issuer or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date and any amendments, modifications, restatements, renewals, restructurings, increases, supplements, refundings, replacements or refinancings thereof, provided that the amendments, modifications, restatements, renewals, restructurings, increases, supplements, refundings, replacement or refinancings, in the good faith judgment of the Issuer, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property or assets, so long as the encumbrances or restrictions in any such agreement relate solely to the property or assets so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Issuer on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Board of Directors of the Issuer; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company Issuer or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or customary order; (g) any encumbrance or restriction under a Credit Facility permitted under this Indenture, this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction imposed under any agreement for the sale of assets pending the closing of such sale, including, without limitation, any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) Purchase Money Debt (including Capital Lease Obligations) incurred in compliance with Section 4.9 for property acquired in the ordinary course of business that imposes restrictions on that property of the nature described in clause (iii) of the first paragraph hereof; (k) Liens securing, and other restrictions contained in agreements governing, Debt otherwise permitted to be incurred under this Indenture, including the provisions of Section 4.12; (l) 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 otherwise permitted by this Indenture and entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (m) any instrument governing Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Person acquired by the Company or any Receivable Subsidiary that is a Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, in connection with a Qualified Receivables Transaction; provided that such Indebtedness was not incurred in anticipation of restrictions apply only to such acquisition; (c) any instrument governing Indebtedness Receivable Subsidiary or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 the receivables and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained related assets described in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions definition of any Payment Restrictions thereunder “Qualified Receivables Transaction” which are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datesubject to such Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or customary order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under the sale of assets or Capital Interest, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in Joint Venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing Indebtedness Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Debt, such Indebtedness Debt was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be incurred; (cl) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this Section 4.8; (m) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.10, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any instrument governing Non-Recourse Receivable Subsidiary Indebtedness or Disqualified Capital Stock other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary that is not in connection with a Subsidiary GuarantorQualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and (ao) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 any other agreement governing Debt entered into after the Issue Date that contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (d) . Nothing contained in this Section 4.8 shall prevent the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.10 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of the Company or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.10.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (other than a Receivables Subsidiary: ) to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, Subsidiary (bit being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) repay any Indebtedness owed to the Company or any other Restricted Subsidiary or transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clauses (1) or (2) above or in this clause (3)). (b) The foregoing provisions shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date in the Credit Agreement, the Indenture, the Existing Notes Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such restrictions being collectively referred to herein extensions, refinancings, renewals or replacements taken as a “Payment Restriction”). However, whole are no less favorable in any material respect to the preceding restrictions will not apply to Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2) existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company applicable law or any Restricted Subsidiaryapplicable rule, regulation or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessorder; (b3) that are customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (4) that are purchase money obligations for property acquired and Capitalized Lease Obligations that impose restrictions on the property purchased or leased; (5) existing with respect to any instrument governing Indebtedness Person or the property or assets of a such Person acquired by the Company or any Restricted Subsidiary Subsidiary, existing at the time of such acquisitionacquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any extensions, refinancings, renewals or replacements thereof; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (6) in the case of clause (3) of the first paragraph of this Section 4.08: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) arising or agreed to in the normal course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; or (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (8) relating to a Subsidiary Guarantor and contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction is not applicable materially more disadvantageous to any other Person, other than the Person, or the Property Holders of the Person, so acquired, provided Notes than is customary in comparable financings (as determined by the Company in good faith); and (B) the Company determines that any such Indebtedness was encumbrance or restriction will not incurred in anticipation of such acquisitionmaterially affect the Company’s ability to make principal or interest payments on the Notes; (c9) arising from customary provisions in joint venture agreements and other similar agreements; (10) existing in the documentation governing any instrument Permitted Securitization or Permitted Factoring Program; or; (11) contained in any agreement governing Indebtedness or Disqualified Capital Stock permitted under clause (8) of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that the second paragraph of part (a) such Indebtedness or Disqualified Capital Stock is permitted under of Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions 4.09. Nothing contained in this Section 4.08 shall prevent the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Indebtedness of the Company or replaces the Revolving Credit Agreement; provided that the terms and conditions any of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateits Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. HoweverNotwithstanding the foregoing, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting any encumbrance or assignment of restriction in existence on the Issue Date, including those required by the Credit Agreement or by any lease governing a leasehold interest of the Company other agreement or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and documents entered into in connection with the ordinary course Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements or Refinancings of businessany of the foregoing agreements or documents; provided, however, that the amendments, modifications, restatements, renewals, increases, supplements or Refinancings, in the good faith judgment of the Company, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or Refinancings thereof; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable pursuant to any other Person, other than the Person, or the Property an agreement relating to an acquisition of the Personproperty, so acquired, provided that long as the encumbrances or restrictions in any such Indebtedness was agreement relate solely to the property so acquired (and are not incurred or were not created in anticipation of such acquisitionor in connection with the acquisition thereof); (c) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock of restriction which exists with respect to a Person that becomes a Restricted Subsidiary that is not or merges with or into a Restricted Subsidiary Guarantor; provided that (a) such Indebtedness on or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on after the Issue Date; (d) , which is in existence at the Revolving Credit Agreement as time such Person becomes a Restricted Subsidiary, but not created in effect on connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the Issue Date property or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions assets of any Payment Restrictions thereunder are not materially more restrictive Person other than such Person or the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateproperty or assets of such Person becoming a Restricted Subsidiary; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on pay any Indebtedness owed, to the Company or any other of its Restricted SubsidiarySubsidiaries, (bii) to make loans any Investment in the Company or advances any of its Restricted Subsidiaries, (iii) transfer any of its properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries or (civ) to transfer guarantee any Indebtedness of its Property to the Company or any other of its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (aA) customary provisions restricting subletting applicable law, (B) any instrument governing Acquired Indebtedness permitted to be incurred under Section 4.9 which encumbrances or assignment restrictions are not applicable to any Person or the properties or assets of any lease Person, other than the Person so acquired or its Subsidiaries, or the property or assets of the Person so acquired or its Subsidiaries, (C) any restrictions existing under agreements in effect on the Initial Issuance Date, (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, that such disposition is permitted pursuant to Section 4.10, (E) any agreement governing Indebtedness otherwise permitted under this Indenture restricting the sale or other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a leasehold interest Restricted Subsidiary to pay dividends or to make distributions, loans or advances, (F) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.9 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), (G) this Indenture, (H) the Credit Facility and other Senior Indebtedness, (I) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of clause (iii) above, agreements (1) that restrict in a customary manner the subletting, pledging, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted SubsidiarySubsidiary not otherwise prohibited by this Indenture, including, without limitation, transfer restrictions on any specific properties or customary assets that are subject to a sale agreement otherwise permitted pursuant Section 4.10, (K) existing under any agreement which refinances or replaces any of the agreements in the preceding clauses; provided, that the terms and conditions of any such restrictions in licenses relating are not materially less favorable to the Property covered thereby and entered into Holders than those contained in the ordinary course of business; agreements refinanced or replaced or (bL) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a1) such Indebtedness or Disqualified Capital Stock is pari passu with the Notes and (2) otherwise permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreementthis Indenture; provided that the terms and conditions of any Payment Restrictions thereunder such restrictions are not materially more restrictive than the Payment Restrictions those contained in this Indenture. Nothing contained in this Section 4.8 shall prevent the Revolving Credit Agreement as in effect on Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (2) restricting the Issue Date; (e) sale or other disposition of property or assets of the Senior Secured Notes Indenture, Company or any of its Restricted Subsidiaries that secure Indebtedness of the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and Company or any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to Capital Stock of such Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary, (bii) pay any Indebtedness or other obligations owed to the Issuer or any other Restricted Subsidiary, (iii) make loans or advances to the Company Issuer or any other Restricted Subsidiary or (civ) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Issue Date and any extensions, refinancings, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such restrictions being collectively referred to herein as a “Payment Restriction”). Howeverextensions, the preceding restrictions will refinancings, renewals or replacements are not apply to materially more restrictive than encumbrances or restrictions in effect on the Issue Date; (ii) arising in connection with the Incurrence of Indebtedness of Restricted Subsidiaries after the Issue Date; provided, that such encumbrances or restrictions are not materially more restrictive than encumbrances or restrictions in effect on the Issue Date and are necessary and customarily accepted in order to effect such financing; (iii) existing under or by reason of: of applicable law; (aiv) customary provisions restricting subletting existing with respect to any Person or assignment the property or assets of any lease governing a leasehold interest of such Person acquired by the Company Issuer or any Restricted SubsidiarySubsidiary and existing at the time of such acquisition, which encumbrances or restrictions (A) are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and (B) were not put in place in anticipation of such acquisition, and any Refinancings of any of the foregoing; provided that the encumbrances and restrictions in any such Refinancing are no less favorable in any material respect to the holders than those encumbrances or restrictions that are then in effect and that are being Refinanced; (v) in the case of clause (iv) of the preceding paragraph, arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or customary restrictions in licenses Lien on, any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) not relating to any Indebtedness and, in each of cases (A), (B) or (C), that do not, individually or in the Property covered thereby aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and its Restricted Subsidiaries, taken as a whole; (vi) with respect to a Restricted Subsidiary or certain property or assets of a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary or such property or assets, as the case may be; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; or (bviii) any instrument governing Indebtedness customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of a Person acquired by business consistent with past practice. Nothing contained in the Company preceding paragraph shall prevent the Issuer or any Restricted Subsidiary at from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 3.13 or (2) restricting the time sale or other disposition of property or assets of the Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuer or any of its Restricted Subsidiaries provided such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is otherwise permitted under by Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date3.13.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual contractual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: : (a1) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to Stock owned by the Company Issuer or any other Restricted SubsidiarySubsidiary or pay any Debt or other obligation owed to the Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends, distributions or liquidating distributions prior to dividends, distributions or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (b2) to make loans or advances to the Company Issuer or any other Restricted Subsidiary or Subsidiary; or (c3) otherwise to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary. (b) Notwithstanding the restrictions in Section 4.8(a), the Issuer may, and may permit any Restricted Subsidiary (to, suffer to exist any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (a1) pursuant to any agreement in effect on the Merger Closing Date (including the Senior Credit Facilities and other documents relating to the Senior Credit Facilities); (2) pursuant to this Indenture, the Notes and the Subsidiary Guarantees; (3) pursuant to an agreement relating to any Debt Incurred by or Capital Stock of a Person (other than a Restricted Subsidiary existing on the Merger Closing Date or any Restricted Subsidiary carrying on any of the businesses of any such Restricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in connection with, or anticipation of, becoming a Restricted Subsidiary; provided that the Incurrence of such Debt was permitted under Section 4.9; (4) pursuant to an agreement effecting a renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (1) or (3) of this Section 4.8(b); provided, however, that the provisions contained in such renewal, refunding, replacement, refinancing or extension agreement relating to such encumbrance or restriction are not materially more restrictive, taken as a whole, than the provisions contained in the agreement being renewed, refunded, replaced, refinanced or extended (as conclusively determined by the Issuer in good faith); (5) in the case of a restriction described in clause (3) of Section 4.8(a), contained in any security agreement securing Debt of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the assets or property subject to such security agreement; provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Debt repaid; (6) customary restrictions in leases (including finance leases), subleases, licenses, sublicenses, security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.8(a); (7) Liens permitted to be Incurred pursuant to Section 4.12 that limit the right of the debtor to Dispose of the assets subject to such Liens; (8) with respect to a Restricted Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction terminates if such transaction is closed or abandoned; (9) in bona fide contracts for the sale of any property or assets; (10) any encumbrance or restriction contained in the terms of any Debt or Capital Stock otherwise permitted to be Incurred under this Indenture if the Issuer determines that any such encumbrance or restriction either (i) will not materially affect the Issuer’s ability to make principal or interest payments on the Notes and such restrictions are not materially less favorable to Holders of Notes than is customary in comparable financings or (ii) are not materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Merger Closing Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Merger Closing Date or those contained in this Indenture or the Senior Credit Facilities, in each case as determined in good faith by the Board of Directors or an Officer of the Issuer; (11) restrictions applicable to Foreign Subsidiaries in agreements or instruments governing Debt of Foreign Subsidiaries; (12) if such encumbrance or restriction is the result of applicable laws or regulations; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby joint venture agreements and other similar agreements entered into in the ordinary course of business; (b14) any instrument governing Indebtedness restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionbusiness; (c15) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions customary provisions restricting assignment of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained agreement entered into in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Dateordinary course of business; (d16) consensual arrangements with insurance regulators with respect to the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue DateInsurance Subsidiary; (e17) customary net worth provisions contained in real property leases entered into by the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes Issuer and the subsidiary guarantees thereofRestricted Subsidiaries, so long as the Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Issuer and the Restricted Subsidiaries to meet their ongoing obligations under this Indenture and the Notes; orand (f18) customary prohibitions, conditions and restrictions (as determined by the Convertible Notes Indentures, the New Convertible Notes Issuer in good faith) contained in agreements and documents relating to any subsidiary guarantees thereof, in each case as in effect on the Issue DateQualified Securitization Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company For so long as any of the Notes are outstanding, the Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual 32 40 encumbrance or restriction of any kind on the ability of any Restricted SubsidiarySubsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions to the Issuers or any of their Restricted Subsidiaries on any Capital Stock or in with respect of its Capital Stockto any other interest or participation in, or make payments on measured by, profits; (2) pay any Indebtedness owed, owed to the Company Issuers or any other of their Restricted Subsidiary, Subsidiaries; (b3) to make loans or advances to the Company Issuers or any other Restricted Subsidiary; or (4) transfer any property or assets of a Restricted Subsidiary or (c) to transfer any of its Property to the Company Issuers or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (a) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in that Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings, as determined by each Board of Directors of the Issuers, in good faith, and such Boards of Directors determine in good faith that any such restrictions being collectively referred encumbrance or restriction is not reasonably likely to herein as a “Payment Restriction”). However, materially affect the preceding restrictions will not apply Issuers' ability to encumbrances make principal or restrictions interest payments on the Notes; (b) existing under or by reason of: of applicable law; (ac) customary provisions restricting subletting existing with respect to any Person, or assignment the property or assets of that Person, acquired by the Issuers or any Restricted Subsidiary existing at the time of the acquisition and not incurred in contemplation of the acquisition, which encumbrances or restrictions are not applicable to any Person or the property or assets of any lease governing a leasehold interest Person other than the acquired Person or the property or assets of the Company Person so acquired, provided that, in the case of encumbrances and restrictions with respect to Acquired Indebtedness, that Indebtedness was permitted to be incurred under the Indenture and this First Supplemental Indenture; (d) in the case of clause (4) (and, in case of subparagraph (II) below to the extent relating to the sale of all of an Issuer's Capital Stock in, or all or substantially all the assets of, a Restricted Subsidiary, clause (1)) of the first paragraph of this Section 4.06, (I) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, license, conveyance or similar agreement or instrument; (II) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any of the property or assets of the Issuers of any Restricted Subsidiary not otherwise prohibited by the Indenture or this First Supplemental Indenture, or (III) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Issuers or of any Restricted Subsidiary in any manner material to the Issuers or any Restricted Subsidiary; (e) existing under purchase money obligations that impose restrictions of the nature described in clause (4) above on the property so acquired; (f) existing under Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing the Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; or customary restrictions (g) provisions in licenses relating to the Property covered thereby joint venture and other similar agreements entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property business that prohibit actions of the Persontype described in clauses (1), so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c3) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a4) such Indebtedness above unless the joint venture or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date similar entity satisfies net worth or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; other operating or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company or any other Restricted Subsidiary, Subsidiary (bit being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) pay any liabilities owed to the Company or any Restricted Subsidiaries; (iii) make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other Restricted Subsidiary (to other Indebtedness Incurred by the Company or any such restrictions being collectively referred Restricted Subsidiary shall not be deemed a restriction on the ability to herein as a “Payment Restriction”make loans or advances). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:; or (aiv) customary provisions restricting subletting transfer any of its properties or assignment of any lease governing a leasehold interest of assets to the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) However, the restrictions set forth in Section 4.12(a) above shall not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to the Credit Agreement as in effect on the Issue Date, Existing Indebtedness or any instrument governing other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not materially more restrictive, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (ii) set forth in this Indenture, the Notes and the Note Guarantees; (iii) existing under or by reason of to applicable law, rule, regulation or order; (iv) with respect to any Person or the property or assets of a Person acquired by the Company or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquiredacquired and any amendments, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness modifications, restatements, renewals, extensions, supplements, refundings, replacements or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantorrefinancings thereof; provided that (a) the encumbrances and restrictions in any such Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder refinancings, taken as a whole, are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Datedate of the acquisition; (dv) that restrict in a customary manner the Revolving Credit Agreement as subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (vi) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (vii) arising or agreed to in effect the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (viii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions or transfer by that Restricted Subsidiary pending such sale or other disposition; (ix) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (x) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors of the Company determines in good faith shall not adversely affect the Company’s ability to make payments of principal or interest on the Issue Date Notes; and (xi) existing under Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture, which encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being Incurred and which the Board of Directors of the Company determines in good faith shall not adversely affect the Company’s ability to make payments of principal or interest on the Notes, and any agreement that amendsamendments, modifiesmodifications, restatements, renewals, extensions, supplements, restatesrefundings, extends, renews, refinances replacements or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees refinancings thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company CNH Global shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective effective, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, ; (b) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company CNH Global or any other Restricted Subsidiary; or (c) transfer any of its property or assets to CNH Global or any other Restricted Subsidiary, (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) any agreements (including, without limitation, any Existing Credit Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, renewals, replacements or refinancings are not, taken as a whole, materially more restrictive than the encumbrances or restrictions contained in such agreements on the Issue Date; (2) any Credit Facility or any Indebtedness incurred under clause (3) of Section 4.10(b) if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) either senior management or the Board of Directors of CNH Global determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction could not reasonably be expected to affect the ability of Case New Holland to make principal or interest payments on the Notes as and when due and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined in good faith by either senior management or the Board of Directors of CNH Global); (3) this Indenture, the Notes and the Guarantees; (4) applicable law, rule, regulation or order; (5) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b6) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other 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, provided that such Indebtedness was not incurred in anticipation of such acquisition; (7) Purchase Money Indebtedness and Capitalized Lease Obligations permitted to be incurred pursuant to clause (11) of Section 4.10(b) hereof that impose limitations of the nature described in clause (c) of the first paragraph of this Section 4.16; (8) customary restrictions on the transfer of any instrument property or assets arising under a security agreement governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is Lien permitted under Section 4.09 and this Indenture; (b9) any agreement governing Refinancing Indebtedness; provided, however, that the terms and conditions of encumbrances or restrictions contained in any Payment Restrictions thereunder such Refinancing Indebtedness are not not, taken as a whole, materially more restrictive than the Payment Restrictions provisions relating to such encumbrances or restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue DateIndebtedness being refinanced; (d10) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances governing the sale or replaces disposition of all or substantially all of the Revolving Credit AgreementCapital Stock or assets of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; and (11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that the terms and conditions of any Payment Restrictions thereunder such restrictions apply only to such Accounts Receivable Subsidiary or Qualified Receivables Assets which are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datesubject to a Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in Section 4.12(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Guarantor or in respect of its Capital Stock, any other Restricted Subsidiary, (ii) pay any Debt or make payments on any Indebtedness owed, other obligation owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Guarantor or any other Restricted Subsidiary, or (biv) to make loans transfer any of its property or advances assets to the Company Guarantor or any other Restricted Subsidiary Subsidiary. (b) The provisions of Section 4.12(a) do not apply to any encumbrances or restrictions: (ci) to transfer any of its Property to existing on the Company Issue Date as provided for in this Indenture or any other Restricted Subsidiary (agreements in effect on the Issue Date, and any such extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions being collectively referred to herein in the extension, renewal, replacement or refinancing are, taken as a “Payment Restriction”). Howeverwhole, no less favorable in any material respect to the preceding restrictions will not apply to Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of:of applicable law; (aiii) customary provisions restricting subletting existing with respect to any Person, or assignment to the Property of any lease governing a leasehold interest of Person, at the Company time such Person or the Property is acquired by the Guarantor or any Restricted Subsidiary,which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in Section 4.12(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Guarantor or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or Property of, the Restricted Subsidiary that is permitted by Section 4.14; (vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary restrictions in licenses relating comparable transactions and will not materially affect the Company’s or the Guarantor’s ability to pay interest or principal, when due, on the Property covered thereby Notes; (vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business; (bviii) any instrument governing Indebtedness of a Person acquired imposed by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred standard loan documentation in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that connection with loans from (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) pay any liabilities owed to the Company or any Restricted Subsidiary, ; (b3) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (4) transfer any such restrictions being collectively referred of its properties or assets to herein as a “Payment Restriction”). However, the preceding restrictions Company or any Restricted Subsidiary. (b) Section 4.11 (a) will not apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to the Credit Facilities as in effect on the Issue Date or Existing Indebtedness or any other agreements in effect on the Issue Date and Table of Contents any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not, as determined by the Company in good faith, materially more restrictive than those contained in, as the case may be, the Credit Facilities as in effect on the Issue Date or Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (2) set forth in this Indenture, the Notes and the Note Guarantees; (3) existing under or by reason of: (a) customary provisions restricting subletting of applicable law, rule, regulation or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessorder; (b4) with respect to any instrument governing Indebtedness Person or the property or assets of a Person acquired by the Company or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such Indebtedness was not incurred amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not, as determined by the Company in anticipation good faith, materially more restrictive than those in effect on the date of such the acquisition; (c5) that restrict in a customary manner the subletting, assignment or transfer of any instrument governing Indebtedness property or Disqualified asset that is a lease, license, conveyance or contract or similar property or asset; (6) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (7) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, as determined by the Company in good faith; (8) that restrict distributions or transfer by a Restricted Subsidiary if such restrictions exist under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, that Restricted Subsidiary and are pending such sale or other disposition; (9) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of a business; (10) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors of the Company determines in good faith will not adversely affect the Issuers’ ability to make payments of principal or interest on the Notes; (11) arising from purchase money obligations Incurred in compliance with Section 4.03(b)(4) that impose restrictions of the nature described in Section 4.11(a)(4) above on the assets acquired; and Table of Contents (12) existing under, by reason of, or with respect to Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit AgreementForeign Subsidiary; provided that the terms and conditions Company’s Board of any Payment Restrictions thereunder Directors determines in good faith at the time such encumbrances or restrictions are created that they do not materially more restrictive than adversely affect the Payment Restrictions contained in the Revolving Credit Agreement as in effect Issuers’ ability to make prepayments of principal or interest on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Company or make payments on any Indebtedness owed, other Restricted Subsidiary or to pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, ; (bii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. (b) Notwithstanding the foregoing limitation, the Company may, and may permit any Restricted Subsidiary (to, create or otherwise cause or suffer to exist any such restrictions being collectively referred encumbrance or restriction (i) pursuant to herein as any agreement in effect on March 31, 1997; (ii) any customary encumbrance or restriction applicable to a “Payment Restriction”). HoweverRestricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the preceding restrictions will not apply provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to encumbrances the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, NYDOCS01/571795 3 invested capital and other financial covenants, customary covenants regarding the merger of or restrictions existing under sale of all or by reason of: (a) customary provisions restricting subletting or assignment any substantial part of any lease governing a leasehold interest the assets of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionSubsidiary; (iii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the PersonPerson so acquired; (iv) pursuant to an agreement effecting a renewal, refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b), provided, however, that the Property provisions contained in such renewal, refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (v) in the case of clause (iii) of paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the PersonCompany or a Restricted Subsidiary otherwise permitted under this Indenture, so acquiredbut only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (vi) in the case of clause (iii) of paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (vii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that such Indebtedness was not incurred in anticipation the consummation of such acquisition; (c) any instrument governing Indebtedness transaction would not result in a Default or Disqualified Capital Stock an Event of a Restricted Subsidiary Default, that such restriction terminates if such transaction is not a Subsidiary Guarantorconsummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; provided that (aviii) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 pursuant to applicable law; and (bix) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes pursuant to this Indenture, the New Securities, notes issued under the Senior Secured Notes, the Additional New Senior Secured Notes Note Indentures and the subsidiary guarantees thereof; or (f) the Convertible Notes Senior Note Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of Payment Restriction with respect to any Restricted Subsidiary: (a) to pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (except for any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions Restriction existing under or by reason of: of (ai) applicable law, (ii) customary non-assignment provisions restricting subletting in leases or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and other contracts entered into in the ordinary course of business; , (biii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired, (iv) customary restrictions imposed on the transfer of copyrighted or patented materials, (v) the entering into of a contract for the sale or other disposition of assets, directly or indirectly, so long as such restrictions do not extend to assets that are not subject to such sale or other disposition, (vi) the terms of any instrument governing agreement evidencing any Indebtedness of a Person acquired Restricted Subsidiaries that was permitted by this Indenture to be incurred that only restrict the transfer of the assets purchased with the proceeds of such Indebtedness, (vii) the terms of any merger agreement, stock purchase agreement, asset sale agreement or similar agreement that limit the transfer of properties and assets pending consummation of the subject transaction, (viii) Permitted Liens which are customary limitations on the transfer of collateral and (ix) the terms of any agreement evidencing any Acquired Indebtedness that was permitted by this Indenture to be incurred, PROVIDED that such Payment Restriction only applies to assets that were subject to such restrictions prior to the acquisition of such assets by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Company or make payments on any other Restricted Subsidiary or pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; (bii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary (to, suffer to exist any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (a) customary provisions restricting subletting or assignment of pursuant to any lease governing a leasehold interest of agreement in effect on the Company or any Restricted Subsidiary, or customary restrictions Issue Date as described in licenses relating to the Property covered thereby and entered into in the ordinary course of businessSchedule III hereto; (b) pursuant to an agreement relating to any instrument governing Indebtedness of Incurred by a Person acquired by (other than a Restricted Subsidiary existing on the Company Issue Date or any Restricted Subsidiary at carrying on any of the time businesses of any such acquisitionRestricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in anticipation of becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing pursuant to an agreement effecting a renewal, extension, refunding or refinancing of Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that Incurred pursuant to an agreement referred to in clause (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) above, PROVIDED, HOWEVER, that the terms and conditions of any Payment Restrictions thereunder provisions contained in such renewal, extension, refunding or refinancing agreement relating to such encumbrance or restriction are not materially no more restrictive in any material respect than the Payment Restrictions provisions contained in the Revolving Credit Agreement agreement the subject thereof, as determined in good faith by the Board of Directors of the Company and the Convertible Notes Indentures as in effect on the Issue Dateevidenced by a Board Resolution; (d) in the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amendscase of clause (iii) above, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions restrictions contained in any security agreement (including a capital lease) securing Indebtedness of a Restricted Subsidiary otherwise permitted under the Revolving Credit Agreement as in effect on Indenture, but only to the Issue Dateextent such restrictions restrict the transfer of the property subject to such security agreement; (e) in the Senior Secured Notes Indenturecase of clause (iii) above, customary nonassignment provisions entered into in the New Senior Secured Notesordinary course of business consistent with past practices in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under any such contract; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is closed or abandoned and that the Additional New Senior Secured Notes and closing or abandonment of such transaction occurs within one year of the subsidiary guarantees thereofdate such agreement was entered into; or (fg) such encumbrance or restriction is the Convertible Notes Indentures, result of applicable corporate law or regulation relating to the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datepayment of dividends or distributions.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or make payments on measured by, its profits; (ii) pay any Indebtedness owed, Debt owed to the Company Parent Guarantor or any other Restricted Subsidiary, ; (biii) to make loans or advances to the Company Parent Guarantor or any other Restricted Subsidiary or Subsidiary; or (civ) to transfer any of its Property properties or assets to the Company Parent Guarantor or any other Restricted Subsidiary; provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Debt incurred by the Parent Guarantor or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, b) The provisions of the preceding restrictions covenant described in paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (ai) customary provisions restricting subletting the Notes (including Additional Notes), this Indenture, the Senior Credit Facilities and any security documents related thereto or assignment by other indentures or agreements governing other Debt that the Parent Guarantor or any of any lease governing its Restricted Subsidiaries incur ranking equally with the Notes; provided that the encumbrances or restrictions imposed by such other indentures or agreements are not materially more restrictive, taken as a leasehold interest whole, with respect to such dividend and other payment restrictions than those imposed by this Indenture (as determined in good faith by the Board of Directors or a member of senior management of the Company Parent Guarantor); (ii) any agreements with respect to Debt of the Parent Guarantor or any Restricted Subsidiary, or customary restrictions in licenses relating Subsidiary permitted to be incurred subsequent to the Property covered thereby Issue Date pursuant to Section 4.08, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances or restrictions are not materially less favorable, taken as a whole, to the holders of the Notes than is customary in comparable financings (as determined in good faith by the board of directors or a member of senior management of the Parent Guarantor); (iii) any agreement in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the board of directors or a member of senior management of the Parent Guarantor); (iv) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business; (bv) any agreement or other instrument governing Indebtedness of a Person (including its Subsidiaries), acquired by the Company Parent Guarantor or any Restricted Subsidiary in effect at the time of such acquisitionacquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionacquired (including its Subsidiaries); (cvi) any instrument governing Indebtedness agreement for the sale or Disqualified other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that is not a restricts distributions by that Restricted Subsidiary Guarantor; provided pending its sale or other disposition; (vii) Liens permitted to be incurred under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; (viii) applicable law, rule, regulation or order or the terms of any governmental licenses, authorizations, concessions, franchises or permits; (ix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into the ordinary course of business; (x) customary limitations on the distribution or disposition 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 an Investment), which limitations are applicable only to the assets that are the subject of such agreements; (xi) purchase money obligations and mortgage financings for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iv) of paragraph (a) such Indebtedness or Disqualified Capital Stock is permitted under of this Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date4.07; (dxii) the Revolving Credit Agreement as in effect on the Issue Date or any Qualified Securitization Financing; and (xiii) any agreement that extends, renews, amends, modifies, restates, supplements, restates, extends, renewsrefunds, refinances or replaces the Revolving Credit Agreementagreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xii) or in this clause (xiii); provided that the terms and conditions of any Payment Restrictions thereunder such encumbrances or restrictions are not materially more restrictive less favorable, taken as a whole, to the holders of the Notes than those under or pursuant to the Payment Restrictions contained agreement so extended, renewed, amended, modified, restated, supplemented, refunded, refinanced or replaced (as determined in good faith by the Revolving Credit Agreement as in effect on Board of Directors or a member of senior management of the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateParent Guarantor).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ; (b) pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries; (c) make loans or advances to the Company Parent or any other Restricted Subsidiary or (c) to transfer any of its Property Restricted Subsidiaries; or (d) Transfer any of its properties or assets to the Company Parent or any other of its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason ofof any of the following: (1) Existing Indebtedness, the New Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date; (2) this Indenture, the Security Documents, the Notes, the Exchange Notes and the Note Guarantees; (3) any Additional Pari Passu First Priority Indebtedness, Additional Pari Passu Second Priority Indebtedness and Additional Pari Passu Third Priority Indebtedness and any amendments or refinancings thereof; provided that the encumbrances and restrictions contained in such Indebtedness are not materially more restrictive, taken as a whole, than those contained in this Indenture or the New Credit Facility; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries, as in effect at the time of acquisition (except to the extent such Indebtedness was incurred in connection with, or in contemplation of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the 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; (6) Purchase Money Obligations and Capital Lease Obligations permitted to be incurred pursuant to clause (3) of subsection (b) of Section 4.09 for assets acquired that impose restrictions of the nature described in clause (d) above of this Section 4.13 on the assets so acquired; (7) an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of a Restricted Subsidiary; provided that (a) customary provisions restricting subletting such sale or assignment disposition is permitted by the terms of this Indenture and (b) such restrictions are limited to the Restricted Subsidiary that is the subject of such agreement pending its sale or other disposition; (8) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any lease governing a leasehold interest of its Restricted Subsidiaries to Transfer or dispose of the Company assets subject to such Lien or (z) place any restriction on Parent’s or such Restricted Subsidiary, Subsidiaries’ use of the assets subject to such Lien; (9) restrictions on cash or customary restrictions in licenses relating to the Property covered thereby and other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business; (b10) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary GuarantorPermitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in either (a) such the agreements governing the Indebtedness being refinanced or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving New Credit Agreement and the Convertible Notes Indentures Facility as in effect on the Issue Date; (d11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Subsidiary or the Revolving Credit Agreement receivables which are subject to the Qualified Receivables Transaction; (12) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions; (13) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15; (14) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary; (15) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture contained in any joint venture agreement which restriction is limited to the assets or property of such joint venture; (16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit AgreementRestricted Subsidiary and any amendments thereof; provided that the terms and conditions of any Payment Restrictions thereunder such amendments are not materially more restrictive restrictive, taken as a whole, with respect to such restrictions than the Payment Restrictions those contained in the Revolving Credit Agreement such document or agreement as in effect on the Issue Date;; and (e17) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (13) of subsection (b) of Section 4.09 and (z) the Senior Secured Company or any Guarantor incurred pursuant to Section 4.09; provided that (i) in the case of subclause (z) above with respect to any Guarantor, such encumbrance or restriction may exist only for so long as such Guarantor continues to Guarantee the Notes Indentureand (ii) in the case of subclauses (y) and (z) above, the New Senior Secured NotesBoard of Directors of Parent shall have determined in good faith (as evidenced by a resolution of the Board of Directors) at the time that such encumbrance or restriction is created that such encumbrance or restriction, as the Additional New Senior Secured case may be, will not impair the ability of the Company to make scheduled payments of interest and principal on the Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateand when due.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Interests to the Company or any other Restricted Subsidiary or pay any Debt owed to the Company or any Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) The provisions of SECTION 4.8(a) hereof will not apply to the following encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction in existence on the Issue Date, including those under the Credit Agreement or the Existing Receivables Facility and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or permitted refinancings thereof; (2) any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (4) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (1) through (3), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (5) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (6) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (7) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (8) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or customary Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (9) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (b10) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (11) any instrument governing Indebtedness of a Person acquired by restriction with respect to the Company or any a Restricted Subsidiary at (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes; (12) Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the time ordinary course of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property business that impose restrictions on that property so acquired of the Personnature described in SECTION 4.8(a)(iii) hereof; (13) Liens securing Debt otherwise permitted to be incurred under this Indenture, so acquiredincluding pursuant to SECTION 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (14) any Non‑Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such Indebtedness was not incurred restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in anticipation the definition of Qualified Receivables Transaction which are subject to such acquisitionQualified Receivables Transaction; (c15) any instrument governing Indebtedness or Disqualified Capital Stock restriction on a Foreign Restricted Subsidiary imposed by the terms of Debt of a Foreign Restricted Subsidiary Subsidiary; and (16) any other agreement governing Debt entered into after the Issue Date that is not a Subsidiary Guarantor; provided contains encumbrances and restrictions that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive with respect to any Restricted Subsidiary than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as those in effect on the Issue Date or any agreement with respect to that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as Restricted Subsidiary pursuant to agreements in effect on the Issue Date. (c) Nothing contained in this SECTION 4.8 shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under SECTION 4.12 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with SECTION 4.9 and SECTION 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by Parent or make payments on any Indebtedness owed, other Restricted Subsidiary or pay any Debt or other obligation owed to the Company Parent or any other Restricted Subsidiary, (bii) to make loans or advances to the Company Parent or any other Restricted Subsidiary or (ciii) to transfer any of its Property to the Company Parent or any other Restricted Subsidiary. (b) Notwithstanding the foregoing limitation, Parent may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist (i) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date, including the Existing Credit Facility and the Existing Notes, (ii) any customary (as conclusively determined in good faith by the Chief Financial Officer of Parent) encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Qualified Credit Facility or Purchase Money Debt; provided, however, that such encumbrances and restrictions being collectively referred permit the distribution of funds to herein as the Issuer in an amount sufficient for the Issuer to make the timely payment of interest, premium (if any) and principal (whether at stated maturity, by way of a “Payment Restriction”). Howeversinking fund applicable thereto, by way of any mandatory redemption, defeasance, retirement or repurchase thereof, including upon the preceding restrictions will not apply to encumbrances occurrence of designated events or restrictions existing under circumstances or by reason of: (a) customary provisions restricting subletting virtue of acceleration upon an event of default, or assignment by way of any lease governing a leasehold interest redemption or retirement at the option of the Company holder of the Debt, including pursuant to offers to purchase) according to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Issuer, but provided further, however, that such agreement may nevertheless contain customary (as so determined) net worth, leverage, invested capital and other financial covenants, customary (as so determined) covenants regarding the merger of or sale of all or any substantial part of the assets of Parent or any Restricted Subsidiary, or customary (as so determined) restrictions in licenses relating on transactions with affiliates and customary (as so determined) subordination provisions governing Debt owed to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company Parent or any Restricted Subsidiary at the time of such acquisitionSubsidiary, (iii) any encumbrance or restriction pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (civ) any instrument governing Indebtedness encumbrance or Disqualified restriction pursuant to an agreement relating to any Debt of a Foreign Restricted Subsidiary Incurred pursuant to clause (ix) of paragraph (b) of Section 1011 that is applicable only to such Foreign Restricted Subsidiary and its Subsidiaries, (v) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b); provided, however, that the provisions contained in such agreement relating to such encumbrance or restriction are no more restrictive (as so determined) in any material respect than the provisions contained in the agreement the subject thereof, (vi) in the case of clause (iii) of paragraph (a) above, any encumbrance or restriction contained in any security agreement (including a Capital Stock Lease Obligation) securing Debt of Parent or a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the Property subject to such security agreement, (vii) in the case of clause (iii) of paragraph (a) above, customary provisions (A) that restrict the subletting, assignment or transfer of any Property that is a lease, license, conveyance or similar contract, (B) contained in asset sale or other asset disposition agreements limiting the transfer of the Property being sold or disposed of pending the closing of such Indebtedness sale or Disqualified disposition or (C) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of Property of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary, (viii) any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or Property of such Restricted Subsidiary; provided, however, that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is permitted under Section 4.09 abandoned and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into, and (bix) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement encumbrance or restriction pursuant to this Indenture and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSecurities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on which, by its terms, restricts the ability of any Restricted Subsidiary: Subsidiary of the Company to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any such Restricted Subsidiary's Capital Stock or in respect of its Capital Stock, or make payments on pay any Indebtedness owed, owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (bii) to make any loans or advances to the Company or any other Restricted Subsidiary of the Company, or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary of the Company, except for, in the case of clauses (i), (ii) and (iii) above, any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting existing under the Certificate of Designations or assignment of the Exchange Indenture and any lease governing a leasehold interest restrictions existing on the Closing Date pursuant to any agreement relating to Existing Indebtedness of the Company's Restricted Subsidiaries, (b) pursuant to an agreement relating to Indebtedness incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company or any and outstanding on such date and not incurred in anticipation of becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate law or customary restrictions in licenses regulation and relating solely to the Property covered thereby and payment of dividends or distributions to stockholders, (d) with respect to restrictions of the nature described in clause (iii) above, included in a contract entered into in the ordinary course of business; business and consistent with past practices that contains provisions restricting the assignment of such contract, (e) pursuant to an agreement effecting a renewal, extension, refinancing, refunding or replacement of Indebtedness referred to in (a) or (b) any instrument governing Indebtedness of a Person acquired by above; provided, however, that the Company provisions contained in such renewal, extension, refinancing, refunding or any Restricted Subsidiary at the time of replacement agreement relating to such acquisition, which encumbrance or restriction is not applicable to any other Personrestriction, other than the Persontaken as a whole, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions provisions contained in the Revolving Credit Agreement and agreement the Convertible Notes Indentures subject thereof, as determined in effect on good faith by the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Board of Directors, or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) which shall not in the Convertible Notes Indenturesaggregate cause the Company not to have the funds necessary to pay the principal of, the New Convertible Notes and any subsidiary guarantees thereofpremium, in each case as in effect if any, or interest, including Special Interest, on the Issue DateSecurities at their Stated Maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary (ai) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Company or make payments on any Indebtedness owed, other Restricted Subsidiary or to pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, ; (bii) to make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. (b) Notwithstanding the foregoing limitation, the Company may, and may permit any Restricted Subsidiary (to, create or otherwise cause or suffer to exist any such restrictions being collectively referred encumbrance or restriction (i) pursuant to herein as any agreement in effect on March 31, 1997; (ii) any customary encumbrance or restriction applicable to a “Payment Restriction”). HoweverRestricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the preceding restrictions will not apply provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to encumbrances the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, NYDOCS01/566567 3 invested capital and other financial covenants, customary covenants regarding the merger of or restrictions existing under sale of all or by reason of: (a) customary provisions restricting subletting or assignment any substantial part of any lease governing a leasehold interest the assets of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionSubsidiary; (iii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the PersonPerson so acquired; (iv) pursuant to an agreement effecting a renewal, refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this paragraph (b), provided, however, that the Property provisions contained in such renewal, refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof; (v) in the case of clause (iii) of paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the PersonCompany or a Restricted Subsidiary otherwise permitted under this Indenture, so acquiredbut only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (vi) in the case of clause (iii) of paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (vii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that such Indebtedness was not incurred in anticipation the consummation of such acquisition; (c) any instrument governing Indebtedness transaction would not result in a Default or Disqualified Capital Stock an Event of a Restricted Subsidiary Default, that such restriction terminates if such transaction is not a Subsidiary Guarantorconsummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; provided that (aviii) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 pursuant to applicable law; and (bix) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes pursuant to this Indenture, the New Securities, notes issued under the Senior Secured Notes, the Additional New Senior Secured Notes Note Indentures and the subsidiary guarantees thereof; or (f) the Convertible Notes Senior Note Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuers will not, and shall will not cause or permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuers to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ); (b2) to make loans or advances to the Company Issuers or any other Restricted Subsidiary or (c) to transfer pay any of its Property Indebtedness or other obligation owed to the Company Issuers or any other Restricted Subsidiary of the Issuers (it being understood that the subordination of loans or advances made to the Issuers or any Restricted Subsidiary to other Indebtedness incurred by the Issuers or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its property or assets to the Issuers or any other Restricted Subsidiary of the Issuers; except in each case for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law, rule, regulation or order; (b) this Indenture; (c) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Issuers; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or customary restrictions in licenses relating the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (e) agreements existing on the Issue Date to the Property covered thereby extent and in the manner such agreements are in effect on the Issue Date; (f) the Credit Agreement; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person; (i) customary provisions in shareholders', partnership, limited liability company and joint venture agreements and other similar agreements (in each case relating solely to the respective corporation, partnership, limited liability company, joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (bj) any instrument an agreement governing Indebtedness of a Person acquired by incurred to Refinance the Company Indebtedness issued, assumed or any Restricted Subsidiary at incurred pursuant to an agreement referred to in clauses (b), (d), (e), (f) and (g) above; provided, however, that the time of provisions relating to such acquisition, which encumbrance or restriction is not applicable contained in any such Indebtedness are no less favorable to the Issuers in any other Person, other material respect as determined by the Boards of Directors of the Issuers in their reasonable and good faith judgment than the Person, provisions relating to such encumbrance or the Property of the Person, so acquired, provided that restriction contained in agreements referred to in such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and clauses (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; ), (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends), modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture), the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) and (g); and (k) restrictions on cash or other deposits imposed by customers under contracts entered into in the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Parent will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of Parent to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to the Company Capital Stock of such Restricted Subsidiary owned by Parent or any other Restricted Subsidiary, ; (bii) pay any indebtedness owed to Parent or any other Restricted Subsidiary; (iii) make loans or advances to the Company Parent or any other Restricted Subsidiary or Subsidiary; or (civ) to transfer any of its Property property or assets to the Company Parent or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in this Agreement, the other Loan Documents or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such restrictions being collectively referred to herein extensions, refinancings, renewals or replacements, taken as a “Payment Restriction”). Howeverwhole, are no less favorable in any material respect to the preceding restrictions will not apply to Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined by Parent) and Parent determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments on the Loans; (iii) existing under or by reason of:of applicable law; (aiv) customary provisions restricting subletting existing with respect to any Person or assignment the property or assets of any lease governing a leasehold interest of the Company such Person acquired by Parent or any Restricted SubsidiarySubsidiary of Parent, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and as the same may be amended, modified, restated, renewed, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings, taken as a whole, are no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being so amended, modified, restated, renewed, supplemented, refunded, replaced or refinanced; (v) in the case of clause (iv) of the first paragraph of this Section 6.4, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, construction financing agreement, license, conveyance or contract or similar property or asset, including, without limitation, customary restrictions non-assignment provisions in licenses relating leases, Purchase Money Obligations and other similar agreements, in each case with respect to the Property covered thereby and entered into property or assets subject thereto, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Parent or any Restricted Subsidiary of Parent not otherwise prohibited by this Agreement, or (C) arising or agreed to in the ordinary course of business; (b) , not relating to any instrument governing Indebtedness Indebtedness, and that do not, individually or in the aggregate, detract from the value of a Person acquired by the Company property or assets of Parent or any Restricted Subsidiary at the time of such acquisition, which encumbrance Parent in any manner material to Parent or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionRestricted Subsidiary; (cvi) any instrument governing Indebtedness or Disqualified Capital Stock of with respect to a Restricted Subsidiary of Parent and imposed pursuant to an agreement that is not a Subsidiary Guarantor; provided that (a) such Indebtedness has been entered into for the sale or Disqualified disposition of all or substantially all of the Capital Stock is permitted under Section 4.09 of, or property and (b) the terms and conditions assets of, such Restricted Subsidiary of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofParent; or (fvii) imposed by customary provisions in joint venture agreements and similar agreements that restrict the Convertible Notes Indenturestransfer of the interest in the joint venture. Nothing contained in this Section 6.4 shall prevent Parent or any Restricted Subsidiary of Parent from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 6.7 or (2) restricting the New Convertible Notes and sale or other disposition of property or assets of Parent or any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof its Restricted Subsidiaries that secure Indebtedness of Parent or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on pay any Indebtedness owedIndebtedness, owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (bii) to make loans any Investment in the Company or advances any of its Restricted Subsidiaries, (iii) transfer any of its properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries or (civ) to transfer guarantee any Indebtedness of its Property to the Company or any other of its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: of (aA) customary provisions restricting subletting applicable law, (B) any instrument governing Acquired Indebtedness permitted to be incurred under Section 4.9 which encumbrances or assignment restrictions are not applicable to any Person or the properties or assets of any lease Person, other than the Person so acquired or its Subsidiaries, or the property or assets of the Person so acquired or its Subsidiaries, (C) any restrictions existing under agreements in effect on the Initial Issuance Date, (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, provided, that such disposition is permitted pursuant to Section 4.10, (E) any agreement governing Indebtedness otherwise permitted under the Indenture restricting the sale or other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a leasehold interest Restricted Subsidiary to pay dividends or to make distributions, loans or advances, (F) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.9 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), (G) this Indenture, (H) the Credit Facility and other Senior Indebtedness, (I) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of clause (iii) above, agreements (1) that restrict in a customary manner the subletting, pledging, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted SubsidiarySubsidiary not otherwise prohibited by this Indenture, including, without limitation, transfer restrictions on any specific properties or customary assets that are subject to a sale agreement otherwise permitted pursuant Section 4.10, (K) existing under any agreement which refinances or replaces any of the agreements in the preceding clauses; provided, that the terms and conditions of any such restrictions in licenses relating are not materially less favorable to the Property covered thereby and entered into Holders than those contained in the ordinary course of business; agreements refinanced or replaced or (bL) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a1) such Indebtedness or Disqualified Capital Stock is pari passu with the Notes and (2) otherwise permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amendsthis Indenture, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder such restrictions are not materially more restrictive than the Payment Restrictions those contained in this Indenture. Nothing contained in this Section 4.8 shall prevent the Revolving Credit Agreement as in effect on Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (2) restricting the Issue Date; (e) sale or other disposition of property or assets of the Senior Secured Notes Indenture, Company or any of its Restricted Subsidiaries that secure Indebtedness of the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and Company or any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary of the Company (other than a Securitization Special Purpose Entity) to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective effective, any consensual encumbrance or restriction of any kind on which, by its terms, restricts the ability of any Restricted Subsidiary: Subsidiary of the Company (aother than a Securitization Special Purpose Entity) to (i) pay dividends, in cash or otherwise, dividends or make any other distributions on any such Restricted Subsidiary's Capital Stock or in respect of its Capital Stock, or make payments on pay any Indebtedness owed, owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (bii) to make any loans or advances to the Company or any other Restricted Subsidiary of the Company, or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary of the Company, except for, in the case of clauses (i), (ii) and (iii) above, any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of existing under this Indenture and any lease governing a leasehold interest restrictions existing on the Issue Date pursuant to any agreement relating to Existing Indebtedness of the Company or any Restricted Subsidiary, or customary restrictions in licenses (b) pursuant to an agreement relating to Indebtedness incurred by such Restricted Subsidiary prior to the Property covered thereby date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not incurred in anticipation of becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate law or regulation and relating solely to the payment of dividends or distributions to stockholders, (d) with respect to restrictions of the nature described in clause (iii) above, included in a contract entered into in the ordinary course of business; business and consistent with past practices that contains provisions restricting the assignment of such contract, (e) pursuant to an agreement effecting a renewal, extension, refinancing, refunding or replacement of Indebtedness referred to in (a) or (b) any instrument governing Indebtedness of a Person acquired by above; provided, however, that the Company provisions contained in such renewal, extension, refinancing, refunding or any Restricted Subsidiary at the time of replacement agreement relating to such acquisition, which encumbrance or restriction is not applicable to any other Personrestriction, other than the Persontaken as a whole, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions provisions contained in the Revolving Credit Agreement and agreement the Convertible Notes Indentures subject thereof, as determined in effect on good faith by the Issue Date; (d) board of directors of the Revolving Credit Agreement as in effect on the Issue Date Company, or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) which shall not in the Convertible Notes Indenturesaggregate cause the Company not to have the funds necessary to pay the principal of, the New Convertible Notes and any subsidiary guarantees thereofpremium, in each case as in effect if any, or interest, including Special Interest, on the Issue DateSecurities of any series at their Stated Maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, dividends (in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Company or make payments on any other Restricted Subsidiary or pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; (b) to make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary (to, create or otherwise cause or suffer to exist or become effective any such restrictions being collectively referred encumbrance or restriction: (i) pursuant to herein as a “Payment Restriction”). Howeverany agreement in effect on the Issue Date; (ii) pursuant to the Bank Credit Facilities, the preceding restrictions will not apply to Permitted Receivables Financing Facility, Permitted Interest Rate, Currency or Commodity Price Agreements, this Indenture and the Brazilian Credit Facility (provided that any such encumbrances or restrictions existing under contained in the Brazilian Credit Facility are not applicable to any Person, or by reason of:properties or assets of any Person, other than the Company's Brazilian Subsidiaries); (aiii) customary provisions restricting subletting pursuant to an agreement relating to any Indebtedness or assignment of any lease governing Liens Incurred by a leasehold interest Person (other than a Subsidiary of the Company that is a Subsidiary of the Company on the Issue Date or any Restricted Subsidiary carrying on any of the businesses of any such Subsidiary, or customary restrictions in licenses relating ) prior to the Property covered thereby and entered into in the ordinary course date on which such Person became a Subsidiary of business; (b) any instrument governing Indebtedness of a Person acquired by the Company and outstanding on such date and not Incurred in anticipation of becoming a Subsidiary and not Incurred to provide all or any Restricted Subsidiary at portion of the time of funds utilized to consummate such acquisition, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (iv) pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) above or this clause (iv), provided, however, that the provisions contained in such Refinancing agreement relating to such encumbrance or restriction are not, in the aggregate, more restrictive in any material respect than the provisions contained in the agreement being Refinanced, as determined in good faith by and in the reasonable judgment of the Board of Directors and evidenced by a resolution of the Board of Directors filed with the Trustee; (v) in the case of clause (c) of the preceding paragraph, restrictions contained in any instrument governing mortgage, security or lease agreement (including a capital or operating lease) securing Indebtedness of a Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such mortgage, security agreement or Disqualified lease agreement; (vi) in the case of clause (c) of the preceding paragraph, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (vii) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) of the preceding paragraph on the property so acquired; (viii) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary, provided, that consummation of such transaction would not result in a Restricted Default or an Event of Default and such restriction terminates if such transaction is closed or abandoned; (ix) any encumbrance or restriction with respect to a Foreign Subsidiary that is not a Subsidiary Guarantor; provided that (a) such pursuant to an agreement relating to Indebtedness or Disqualified Capital Stock which is permitted under Section 4.09 4.5 hereof or Liens Incurred by such Foreign Subsidiary; and (x) any encumbrance or restriction which by its terms permits the payment of dividends and (b) the making of other distributions, the making of loans and advances and the transfer of property or assets to or by the Company and to Restricted Subsidiaries to the extent needed to pay principal, premium, if any and interest on the Notes as and when required by the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes this Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Garden State will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of Garden State to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Stock or make payments on pay any Indebtedness owed, Debt owed to the Company Garden State or any other a Restricted SubsidiarySubsidiary of Garden State, (bii) to make loans or advances to the Company Garden State or any other a Restricted Subsidiary of Garden State or (ciii) to transfer any of its Property properties or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). HoweverGarden State, the preceding restrictions will not apply to except for encumbrances or restrictions existing under or by reason of: of (aA) applicable law or provisions in effect on the Issue Date, (B) the Indenture, (C) agreements existing on the Issue Date, (D) the Garden State Credit Facility, the Senior Subordinated Secured Notes or the Notes, (E) customary non-assignment provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company Garden State or any a Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course Subsidiary of business; Garden State (bF) any instrument governing Indebtedness or evidencing Acquired Debt of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property of the Person, Person so acquired, provided PROVIDED that such Indebtedness was Debt, and such encumbrance or restriction, is not incurred in anticipation of connection with, or in contemplation of, such acquisition; , (cG) any instrument encumbrances or restrictions contained in any Debt governing Indebtedness or Disqualified Capital Stock any refinancings of a Restricted Subsidiary that is not a Subsidiary Guarantor; the Debt described in clause (C), provided that (a) the encumbrances and restrictions contained in any such Indebtedness refinancing agreement or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder amendment, supplement or other modification are not materially more restrictive less favorable to the Noteholders than the Payment Restrictions encumbrances and restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect such agreements or (H) customary restrictions on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date such loans, advances or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions transfers contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateagreements governing Permitted Investments.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall So long as any of the Notes are Outstanding, Issuer will not, and shall will not permit any Restricted Subsidiary Person to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Person to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to the Company Capital Stock of such Restricted Person owned by Parent or any other Restricted Subsidiary, Person; (bii) pay any indebtedness owed to Parent or any other Restricted Person; (iii) make loans or advances to the Company Parent or any other Restricted Subsidiary or Person; or (civ) to transfer any of its Property property or assets to the Company Parent or any other Restricted Subsidiary Person. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in this Indenture, the Collateral Documents or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such restrictions being collectively referred to herein extensions, refinancings, renewals or replacements, taken as a “Payment Restriction”). Howeverwhole, are no less favorable in any material respect to the preceding restrictions will not apply to Holders of the Notes than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Issuer) and the Issuer determines that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes; (iii) existing under or by reason of:of applicable law; (aiv) customary provisions restricting subletting existing with respect to any Person or assignment the property or assets of such Person acquired by any Restricted Person, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any lease governing Person other than such Person or the property or assets of such Person so acquired and as the same may be amended, modified, restated, renewed, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings, taken as a leasehold interest whole, are no less favorable in any material respect to the Holders of the Company Notes than those encumbrances or restrictions that are then in effect and that are being so amended, modified, restated, renewed, supplemented, refunded, replaced or refinanced; (v) in the case of clause (iv) of the first paragraph of this Section 10.13, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, construction financing agreement, license, conveyance or contract or similar property or asset, including, without limitation, customary non-assignment provisions in leases, Purchase Money Obligations and other similar agreements, in each case with respect to the property or assets subject thereto, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Restricted SubsidiaryPerson not otherwise prohibited by this Indenture, or (C) arising or customary restrictions in licenses relating agreed to the Property covered thereby and entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Restricted Person in any manner material to any Restricted Person; (bvi) any instrument governing Indebtedness with respect to a Restricted Person and imposed pursuant to an agreement that has been entered into for the sale or disposition of a Person acquired by all or substantially all of the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the PersonCapital Stock of, or the Property of the property and assets of, such Restricted Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (fvii) imposed by customary provisions in joint venture agreements and similar agreements that restrict the Convertible Notes Indenturestransfer of the interest in the joint venture. Nothing contained in this Section 10.13 shall prevent any Restricted Person from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 10.16 or (2) restricting the New Convertible Notes and sale or other disposition of property or assets of any subsidiary guarantees thereof, in each case as in effect on the Issue DateRestricted Person that secure Indebtedness of any Restricted Person.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Stock owned by the Issuer or make payments on any Restricted Subsidiary or pay any Indebtedness owed, or other obligation owed to the Company Issuer or any other Restricted Subsidiary, (b2) to make loans or advances to the Company Issuer or any other Restricted Subsidiary thereof or (c3) to transfer any of its Property property or assets to the Company Issuer or any Restricted Subsidiary. (b) Section 4.15(a) shall not apply to the following: (i) any encumbrance or restriction in existence on the Issue Date, including those contained in the Term Loan Credit Facility, the 2022 Notes Indenture or any other Restricted Subsidiary (agreement or documents entered into in connection with the Term Loan Credit Facility, the 2022 Notes Indenture or any amendments, modifications, restatements, renewals, increases, supplements or Refinancings, of any of the foregoing agreements or documents, or any other Credit Facility, provided that the terms of such amendments, modifications, restatements, renewals, increases, supplements or Refinancings of any such restrictions being collectively referred to herein other Credit Facility, in the good-faith judgment of the Issuer, are not, taken as a “Payment Restriction”whole, materially more restrictive than the dividend or other payment restrictions contained in those agreements on the Issue Date or Refinancings thereof; (ii) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property (whether directly or through the purchase of Equity Interests of the Person owning such property). However, so long as the preceding restrictions will not apply to encumbrances or restrictions existing under in any such agreement relate solely to the property so acquired (and are not or by reason of:were not created in anticipation of or in connection with the acquisition thereof); (aiii) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (iv) any encumbrance or restriction pursuant to an agreement effecting a permitted Refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in Section 4.15(b)(i) through (iii), so long as the encumbrances and restrictions contained in any such Refinancing agreement are not, taken as a whole, in the good-faith judgment of the Issuer, materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Indebtedness being Refinanced; (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company Issuer or any Restricted Subsidiary, customary provisions restricting the disposition of assets subject to a lease or customary restrictions license, or provisions in licenses agreements that restrict the assignment of such agreement or any rights thereunder; (vi) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (vii) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (viii) any encumbrance or restriction under an agreement relating to a disposition of assets or Capital Stock, including, without limitation, any agreement for the Property covered thereby sale or other disposition of or by a Subsidiary that restricts distributions, loans or transfers by that Subsidiary pending its sale or other disposition; (ix) restrictions on cash and other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, under contracts entered into in the ordinary course of business; (bx) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (xi) any instrument governing any Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such Indebtedness was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be Incurred; (cxii) any instrument governing purchase-money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in Section 4.15(a)(3); (xiii) provisions of agreements relating to Liens permitted to be incurred or to exist under this Indenture, including under Section 4.7, that limit the right of the debtor to dispose of the assets subject to such Liens; (xiv) Indebtedness Incurred or Disqualified Capital Stock of a Equity Interests issued by an Restricted Subsidiary that is not a Subsidiary GuarantorSubsidiary; provided that the restrictions contained in the agreements or instruments relating thereto (aA) such Indebtedness either (i) apply only in the event of a payment default or Disqualified Capital Stock is permitted under Section 4.09 a default with respect to a financial covenant or (ii) shall not, taken as a whole, in the good faith judgment of the Board of Directors of the Issuer, materially adversely affect the Issuer’s ability to pay all principal, interest and premium, if any, on the Notes, and (bB) are not, taken as a whole, in the terms and conditions good-faith judgment of any Payment Restrictions thereunder are not the Board of Directors of the Issuer, materially more restrictive than the Payment Restrictions contained is customary in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Datecomparable financings; (dxv) customary encumbrances or restrictions contained in agreements entered into in the Revolving Credit Agreement ordinary course of business in connection with Hedging Obligations permitted under this Indenture; and (xvi) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not, taken as a whole, in the good-faith judgment of the Board of Directors of the Issuer, materially more restrictive than those in effect on the Issue Date or any agreement with respect to that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as Restricted Subsidiary pursuant to agreements in effect on the Issue Date. (c) Nothing contained in this Section 4.15 shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens in compliance with Section 4.7 or (2) restricting the sale or other disposition of property or assets of the Issuer or any Restricted Subsidiary that secure Indebtedness of the Issuer or any Restricted Subsidiary Incurred in accordance with Sections 4.6 and Section 4.7 in this Indenture.