Common use of Limitation on Restrictions on Distributions from Restricted Subsidiaries Clause in Contracts

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation obligations owed to the Company or any of its Restricted Subsidiaries (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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness Incurred by the Company or any of its Restricted Subsidiary Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (iii3) sell, lease or transfer any of its property or assets to the Company or any other of its Restricted Subsidiary, except for Subsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) The preceding provisions shall not prohibit encumbrances or restrictions existing under or by reason of of: (a1) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatementthe Notes, renewal, replacement or refinancing, Note Guarantees and the Collateral Documents; (b) applicable law, (c2) any agreement or instrument governing Indebtedness existing on the Issue Date (except for the Indenture, the Notes or Capital Stock the Note Guarantees or the Collateral Documents); (3) (A) any agreement or other instrument of an Acquired a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof); provided, howeverin the case of (A) and (B) above, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired PersonPerson and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or so designated or deemed, as applicable (including after-acquired property); (4) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement or instrument referred to in clauses (2), (3) or (5) of this Section 4.08(b); provided, however, that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the consolidated net income good faith judgment of an Acquired Person for any period prior Senior Management, not materially more restrictive, when taken as a whole, than the encumbrances and restrictions contained in the agreements referred to in clauses (2), (3) or (5) of this Section 4.08(b) on the Issue Date or the date such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms Restricted Subsidiary became a Restricted Subsidiary of the IndentureCompany or was merged into a Restricted Subsidiary of the Company, whichever is applicable; (d5) by reason of (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or other the property leased thereunder and (B) security agreements entered into or mortgages securing Indebtedness of a Restricted Subsidiary of the ordinary course Company to the extent such encumbrance or restriction restricts the transfer of business and consistent with past practicesthe property subject to such security agreements or mortgages; (6) in the case of clause (3) of Section 4.08(a), Liens permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (e7) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (8) contracts for the sale of assets, (f) including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary; provided; (9) restrictions on cash or other deposits or net worth imposed by customers, however, that such restriction is only applicable to such Restricted Subsidiary suppliers or assets, as applicable, and such sale or disposition otherwise is permitted landlords under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease contracts entered into in the ordinary course of business; (10) any customary provisions in joint venture, consistent partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business; (11) any customary provisions in leases, subleases or licenses (including licences of intellectual property) and other agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (12) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (13) (A) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in accordance with past practiceSection 4.09 that, nor (b) Liens permitted under in the Indenturegood faith judgment of Senior Management, shall are not materially more restrictive, taken as a whole, than those applicable to the Company in and of themselves be considered a restriction this Indenture on the ability Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable Restricted Subsidiary to transfer the Company) or (B) other Indebtedness Incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to clause (B), such agreements encumbrances or assetsrestrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management); (14) any agreement with a governmental entity providing for developmental financing; and (15) Non-Recourse Project Debt, as which encumbrances or restrictions are in the case may begood faith judgment of Senior Management, necessary to obtain funding under such Non-Recourse Project Debt.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation owed to the Company or a any of its Restricted Subsidiary, Subsidiaries; (ii2) make any loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (iii3) transfer any of its property properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. (b) However, except for such Section 4.13(a) will not apply to encumbrances or restrictions existing under or by reason of of: (a1) the Credit Facility Existing Indebtedness as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements the date hereof; (2) this Indenture or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Notes; (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b3) applicable law, rules or regulations; (c4) any instrument governing Indebtedness (including Acquired Debt) or Capital Stock of an Acquired a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) or the consolidated net income property or assets of an Acquired Person for any period prior to the Person, so acquired, PROVIDED that, in the case of Indebtedness, such acquisition shall not be taken into account in determining whether such acquisition Indebtedness was permitted by the terms of the Indenture, this Indenture to be incurred; (d5) by reason of customary non-assignment provisions in leases leases, licenses or other similar agreements entered into in the ordinary course of business and consistent with past practices, ; (e6) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, acquired of the nature described in Section 4.13(a)(3); (f7) an 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; (8) Liens securing Indebtedness that limit the Capital Stock or right of the debtor to dispose of the assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable subject to such Restricted Subsidiary Lien; (9) provisions with respect to the disposition or assetsdistribution of assets or property in joint venture agreements, as applicableasset sale agreements, stock sale agreements and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained in the other similar 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor ; (b10) Liens restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Senior Credit Agreement as in effect on the date of this Indenture; (12) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (13) encumbrances or restrictions existing under or arising pursuant to Credit Facilities entered into in accordance with this Indenture, shall ; PROVIDED that the encumbrances or restrictions in and of themselves be considered a restriction such Credit Facilities are not materially more restrictive to the borrower than those applicable to the borrower under the Senior Credit Agreement as in effect on the ability date of this Indenture (other than encumbrances or restrictions in Credit Facilities entered into by a Restricted Subsidiary of the applicable Company to finance some or all of the purchase price of a Restricted Subsidiary and which only apply to transfer the Restricted Subsidiary so acquired and such agreements Restricted Subsidiary's assets); (14) any Purchase Money Note or assetsother Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; PROVIDED that such restrictions apply only to such Receivables Subsidiary; (15) encumbrances or restrictions under Indebtedness incurred by the Restricted Subsidiaries owning the assets that comprise the Kildare Hotel and Country Club, as which encumbrance or restriction is not applicable to any other Persons or the case may beproperty or assets of any other Person; PROVIDED that such Indebtedness was permitted by the terms of this Indenture; and (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in Sections 4.13(b)(1) through (15); PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividends or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary (other than a Subsidiary Guarantor) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (iother than a Subsidiary Guarantor) to: (1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a any of its Restricted Subsidiary Subsidiaries, or pay any Indebtedness or other obligation owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (iii) transfer any of its property or assets advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, except for lease or transfer any of its assets or property to the Company or any Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions of (a) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect on the Issue Date, including, without limitation, pursuant to the Senior Credit Facility, the Ex-Im Credit Facility, the Existing Notes due 2025, the Existing Notes due 2027, related Hedging Obligations and Indebtedness permitted pursuant to clause (3) of Section 4.09(b); (2) this Indenture, the Notes and the Subsidiary Guarantees; (3) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, in each case that was in existence at the time of such acquisition (except to or at the extent such Indebtedness was incurred time it merges, amalgamates or consolidates with or into the Company or any Restricted Subsidiary or is assumed in connection with the acquisition of assets or property from such Person) or designation, but, in each case, not created in contemplation of such acquisition); providedthereof, however, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties assets or assets property of any Person, other than the Acquired PersonPerson and its Subsidiaries, or the assets or property of the Person and its Subsidiaries, so acquired or designated (2including after-acquired assets and property); (4) in the consolidated net income case of an Acquired Person for any period prior clause (3) of Section 4.08(a), Permitted Liens or Liens otherwise permitted to be Incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of assets or property subject to such acquisition shall not be taken into account Liens; (5) purchase money obligations, mortgage financings, Capitalized Lease Obligations and similar obligations or agreements permitted under this Indenture, in determining whether such acquisition was permitted by the terms each case, that impose encumbrances or restrictions of the Indenturenature described in clause (3) of Section 4.08(a) with respect to the assets or property purchased, acquired, financed, designed, developed, leased, constructed, repaired, replaced, maintained, installed, improved or insured in connection therewith or thereby (dincluding any proceeds thereof, accessions thereto and any upgrades or improvements thereto); (6) by reason of customary non-assignment provisions encumbrances or restrictions contained in leases agreements for the sale, transfer or other agreements disposition of assets or property, including without limitation customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the ordinary course sale, transfer or other disposition of business and consistent with past practicesall or a portion of the Capital Stock, assets or property of such Subsidiary; (e7) Purchase Money Indebtedness for property acquired restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business that only impose restrictions or as required by insurance surety or bonding companies; (8) any provisions in joint venture agreements, stockholders agreements, partnership agreements, LLC agreements and other similar agreements, which (x) are customary or (y) do not adversely affect the Company’s ability to make payments of principal or interest payments on the property so acquiredNotes when due (as determined by the Company in good faith); (9) any provisions in leases, subleases, licenses, sublicenses, asset sale agreements, sale/leaseback agreements or stock sale agreements and other agreements entered into by the Company or any Restricted Subsidiary that (x) are customary and entered into in the ordinary course of business or (y) do not adversely affect the Company’s ability to make payments of principal or interest payments on the Notes when due (as determined by the Company in good faith); (10) applicable law or any applicable rule, regulation or order, or any license, permit or other authorization issued by any governmental or regulatory authority; (11) encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (fx) an agreement for detract from the sale or disposition value of the Capital Stock assets or assets property of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such the Company or any Restricted Subsidiary in any manner material to the Company or assets, any Restricted Subsidiary (as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from determined by the execution and delivery of such agreement through a termination date not later than 270 days after such execution and deliveryCompany in good faith), or (gy) Refinancing materially affect the Company’s ability to make payments of principal or interest payments on the Notes when due (as determined by the Company in good faith); (12) contractual encumbrances or restrictions contained in any Debt Facilities or other Indebtedness permitted under Incurred by the IndentureCompany in accordance with Section 4.09 that (x) are not materially more restrictive, when taken as a whole, than those applicable in either this Indenture or the Senior Credit Facility on the Issue Date (as determined by the Company in good faith), or (y) do not adversely affect the Company’s ability to make payments of principal or interest payments on the Notes when due (as determined by the Company in good faith); or (13) any encumbrances or restrictions imposed by any amendment, restatement, modification, renewal, increase, supplement, extension, refunding, replacement or refinancing of any of the contracts, agreements or other instruments referred to in the immediately preceding clauses (1) through (12) of this Section 4.08(b); provided, however, that the encumbrances or restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive amendment, restatement, modification, renewal, increase, supplement, extension, refunding, replacement or refinancing are, in the aggregate good faith judgment of the Company, not materially more restrictive, when taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced immediately encumbrances and restrictions prior to such amendment, restatement, modification, renewal, increase, supplement, extension, refunding, replacement or refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Parent Guarantor shall not, and shall not permit any Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness Debt or other obligation owed owed, to the Company Parent Guarantor or any other Restricted Subsidiary (it 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock), (iib) make any loans or advances to the Company Parent Guarantor 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 Debt Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (iiic) sell, lease or transfer any of its property properties or assets to the Company Parent Guarantor or any other Restricted Subsidiary, except for Subsidiary (it being understood that such encumbrances or restrictions existing under or by reason transfers shall not include any type of transfer described in clause (a) the Credit Facility as or (b) above). The foregoing limitations shall not apply to restrictions: (A) in effect on March 31the Issue Date, 1998including pursuant to the Credit Agreement; (B) relating to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent Guarantor; (C) that result from any amendment, and any amendmentsrestatement, restatementsmodification, renewalsrenewal, replacements supplement, extension or refinancings thereofreplacement of an agreement referred to in clauses (A), (B), (F), (G), (J) or this clause (C) in this second paragraph of Section 4.08 (including, in each case, in connection with the Refinancing of Debt Incurred thereunder); provided, however, provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those the restriction contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, modification, renewal, supplement, extension, replacement or refinancingRefinancing is not materially more restrictive (as determined in good faith by the Parent Guarantor), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (A), (B), (F), (G) or (J) or this clause (C) in this second paragraph of Section 4.08, as applicable; (D) resulting from the Incurrence of any Permitted Debt as defined in paragraph (b) of Section 4.04; provided that if the obligor of such Debt is the Issuer or a Subsidiary Guarantor, the restriction is no less favorable to the Holders in any material respect (as determined in good faith by the Parent Guarantor) than the restrictions of the same type contained in this Indenture; (E) existing by reason of applicable law, rule, regulation or order; (F) with respect to clause (c) any instrument governing Indebtedness set forth in the first paragraph of this Section 4.08 only, relating to Debt that is permitted to be Incurred and secured pursuant to Section 4.04 and Section 4.06 that limit the right of the debtor to dispose of the properties or Capital Stock of an Acquired Person assets securing that Debt; (G) encumbering properties or assets at the time the properties and assets were acquired by the Company Parent Guarantor or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition (except restriction relates solely to the extent such Indebtedness properties and assets so acquired and was incurred not created in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms anticipation of the Indenture, acquisition; (dH) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period resulting from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (I) which are customary restrictions contained in asset sale agreements limiting the transfer of property or assets pending the closing of the sale; (J) existing by reason of this Indenture, consistent the Notes, the Note Guarantees and the Security Documents; (K) any Debt or contractual requirements Incurred with past practicerespect to a Qualified Securitization Transaction relating exclusively to a Securitization Subsidiary that, nor as determined in good faith by the Parent Guarantor or the relevant Restricted Subsidiary, as applicable, are necessary to effect such Qualified Securitization Transaction; and (bL) Liens which are customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent Guarantor’s Board of Directors and otherwise permitted under the this Indenture, shall in and which limitation is applicable only to the assets that are the subject of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beagreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured bypay any Debt or other obligation owed, its profits to the Company or a any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or pay any Indebtedness or other obligation owed liquidating distributions prior to the Company dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock), (iib) make any 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 Debt Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (iiic) sell, lease or transfer any of its property or assets Property to the Company or any other Restricted Subsidiary, except for Subsidiary (it being understood that such encumbrances transfers shall not include any type of transfer described in clause ‎(a) or ‎(b) above). The foregoing limitations will not apply to: (1) restrictions existing under or by reason of (a) the Credit Facility as in effect on March 31the Issue Date, 1998including, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect but not limited to such dividend and other payment restrictions than those contained in the Credit Facility Agreement; (or, if more restrictive, than those contained in this Indenture2) immediately prior restrictions relating to any such amendment, restatement, renewal, replacement agreements or refinancing, (b) applicable law, (c) instruments of a Person existing at the time it became a Restricted Subsidiary or to any instrument governing Indebtedness agreements or Capital Stock of an Acquired Person instruments relating to any Property at the time acquired by the Company or any of its Restricted Subsidiaries as Subsidiary, in effect at the time of each case if such acquisition (except to the extent such Indebtedness restriction was incurred not created in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms anticipation of the Indenture, (d) by reason transaction or series of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business transactions pursuant to which that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Subsidiary became a Restricted Subsidiary or assetssuch Property was acquired by the Company or a Restricted Subsidiary; (3) restrictions that result from any amendment, as applicablerestatement, and such sale modification, renewal, supplement, extension, replacement or disposition otherwise is permitted under Section 4.17 below; providedRefinancing of Debt or other agreement or instrument referred to in this ‎Section 4.08, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Company), taken as a whole, than the restrictions of the same type contained in the agreements governing such Refinancing Indebtedness are or instruments referred to in this ‎Section 4.08, as applicable; (4) restrictions resulting from the Incurrence of any Permitted Debt defined in ‎Section 4.04, provided that the restriction is no more restrictive less favorable to the Holders of Notes in any material respect (as determined in good faith by the aggregate Company’s Board of Directors) than those the restrictions of the same type contained in this Indenture; (5) restrictions existing by reason of applicable law, rule, regulation or order; (6) with respect to clause ‎(c) above only, restrictions relating to Debt that is permitted to be Incurred and secured without also securing the agreements governing Notes pursuant to ‎Section 4.04 and ‎Section 4.06 that limit the Indebtedness being refinanced immediately prior right of the debtor to such refinancing. Notwithstanding dispose of the foregoingProperty securing that Debt; (7) restrictions encumbering Property at the time the Property was acquired by the Company or any Restricted Subsidiary, neither so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition; (a) 8) restrictions resulting from customary provisions restricting subletting or assignment of any lease leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (9) restrictions which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (10) restrictions existing pursuant to any Debt Incurred by a Foreign Subsidiary, consistent with past practicewhich restrictions are customary for a financing of such type, nor (b) Liens and which are otherwise permitted under the this Indenture, shall provided, however, that the Company’s Board of Directors determines in good faith that such restrictions are not reasonably likely to impair the Company’s ability to make principal and of themselves be considered a restriction interest payments on the ability Notes; (11) restrictions existing by reason of the applicable Note Documents; (12) restrictions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) in the case of the provision described in clause ‎(c) of this ‎Section 4.08, restrictions 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 or assets of the Company or any Restricted Subsidiary thereof in any manner material to transfer such the Company or any Restricted Subsidiary thereof; (15) restrictions contained in Hedging Obligations; (16) restrictions constituting customary restrictions with respect to a Securitization Subsidiary, pursuant to the terms of a Permitted Receivables Financing; (17) with respect to clause ‎(c) above only, restrictions on property under a charter, lease, sub-lease or other agreement (including any Drilling Contracts, charterparty agreements, rig operating, service or management agreements or assetspool agreements) that has been entered into in the ordinary course for the employment, as charter or other hire of such property; (18) with respect to clause ‎(c) above only, restrictions resulting from (i) any Drilling Contracts with respect to any Vessels; provided that such encumbrance or restriction only extends to the case may beVessel or other such asset (other than cash or Cash Equivalents) subject to such Drilling Contract or (ii) any joint venture agreement or similar arrangement with respect to any joint venture that imposes restrictions on the transfer or assignment of the Capital Stock in such joint venture or Property of such joint venture; (19) restrictions on cash or other deposits or net worth imposed by customers, suppliers or vendors pursuant to contracts entered into in the ordinary course of business; (20) encumbrances or restrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; and (21) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) However, except for such encumbrances paragraph (a) of this Section 4.12 will not prohibit: (1) any encumbrance or restrictions existing under restriction pursuant to or by reason of (ai) an agreement in effect at or entered into on the Credit Facility Existing Second Lien Notes Issue Date, including, without limitation, the Existing Second Lien Notes Indenture and the security documents entered into in connection therewith and (ii) this Indenture and the Security Documents as in effect on March 31the Issue Date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, 1998or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (3) encumbrances and restrictions contained in contracts 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, 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; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) 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 Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 4.12(b) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 4.12(b); provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced; (7) in the case of clause (3) of Section 4.12(a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof; (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; or (E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.12(a) on the property so acquired; (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Existing Second Lien Notes Issue Date in accordance with Section 4.09; provided, that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the First Lien Credit Agreement, and the Existing Second Lien Notes Indenture as in effect on the Existing Second Lien Notes Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, that issuance of such Preferred Stock is permitted pursuant to Section 4.09 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) any encumbrance or restriction contained in the First Lien Credit Agreement as in effect as of the Existing Second Lien Notes Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the First Lien Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries Agreement 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beExisting Second Lien Notes Issue Date.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary. (b) However, Section 5.10(a) will not prohibit: (1) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date, including, without limitation, the Note Documents as in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (3) encumbrances and restrictions contained in contracts 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, 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; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, except for that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) 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 Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a re-funding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 5.10(b) or contained in any amendment, restatement, modification, renewal, supplemental, re-funding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 5.10(b); provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness being re-funded, replaced or refinanced; (7) in the case of clause (3) of Section 5.10(a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture; (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; (E) restrictions on cash, Cash Equivalents, or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property or transfer of Capital Stock in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 5.10(a) on the property so acquired; (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing under or by reason of applicable Legal Requirements or any applicable rule, regulation or order; (a12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 5.07; provided, that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of the Company in good faith, than the provisions contained in the Senior Secured Credit Facility Agreement and in this Indenture as in effect on March 31the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, 1998that issuance of such Preferred Stock is permitted pursuant to Section 5.07 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); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) any encumbrance or restriction contained in the Senior Secured Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, re-fundings, replacements or refinancings refinancing thereof; provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, re-fundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Secured Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries Agreement 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beIssue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall (a) Holdings will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to Holdings or any Restricted Subsidiary (it being understood that the Company 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Company Holdings or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to Holdings or any Restricted Subsidiary to other Indebtedness Incurred by Holdings or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) sell, lease or transfer any of its property or assets to Holdings or any Restricted Subsidiary. (b) The preceding provisions will not prohibit: (1) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Company Issue Date, including, without limitation, this Indenture in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by Holdings or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by Holdings or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of Holdings or any other Restricted Subsidiary other than the assets and property so acquired; (3) encumbrances and restrictions contained in contracts 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, or from the ability of Holdings and the Restricted Subsidiaries to realize the value of, property or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings or any Restricted Subsidiary, except for such encumbrances ; (4) any encumbrance or restrictions existing under restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of Holdings or any other Restricted Subsidiary other than the assets and property so acquired; (5) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if: (a) either (1) the Credit Facility as encumbrance or restriction applies only in effect on March 31, 1998, and any amendments, restatements, renewals, replacements the event of a payment default or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive a default with respect to a financial covenant in such dividend and other payment restrictions Indebtedness or agreement or (2) the Issuers determine that any such encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; and (b) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than those is customary in comparable financing (as determined by the Company); (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5) or clause (12) of this paragraph (b) or this clause (6) or contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing, refinancing of an agreement referred to in clauses (1) through (5) or clause (12) of this paragraph (b) applicable law, or this clause (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition6); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the holders of the Notes than the encumbrances and restrictions contained in such agreements referred to in clauses (1) through (5) or clause (12) of this paragraph (b) on the Issue Date or the date such restriction Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is not applicable applicable; (7) in the case of Section 4.11(a)(iii), any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to any Persona lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license or similar contract, or the properties assignment or assets transfer of any Personsuch lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license or other than contract; (b) arising from Permitted Liens securing Indebtedness of Holdings or a Restricted Subsidiary to the Acquired Person, and (2) extent such encumbrances or restrictions restrict the consolidated net income transfer of an Acquired Person for any period prior the property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Holdings or any Restricted Subsidiary; (d) by reason of customary non-assignment provisions in leases restrictions on cash or other deposits imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (e) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business that solely affect the assets or property that is the subject of such agreements and consistent with past practicesprovided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture; or (f) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (ea) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in Section 4.11(a)(iii) on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a any Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (3) sell, lease or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances provided that (x) the priority of any Preferred Stock in receiving dividends or restrictions existing under liquidating distributions prior to dividends or by reason liquidating distributions being paid on common stock and (y) the subordination of (aincluding the application of any standstill requirements to) 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 constitute such an encumbrance or restriction. (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction pursuant to any Credit Facility as or any other agreement or instrument, in each case, in effect at or entered into on March 31, 1998the Closing Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereofof such agreements; provided, however, provided that such the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date (as determined in good faith by the Borrower); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of (i) any Loan Documents, (ii) the New Senior Secured Notes Indenture, the New Senior Secured Notes and the guarantees thereof, (iii) the Existing Senior Notes, Existing Senior Notes Indentures and the guarantees thereof, (iv) the New Senior Notes Indenture, the New Senior Notes and the guarantees thereof, (v) the Holdco Notes Indenture, the Holdco Notes and the guarantees thereof, (vi) the Existing Credit Facility Agreement and the guarantees thereof, and (orvii) the Intercreditor Agreement and any Additional Intercreditor Agreement, if more restrictiveincluding in each case, than those contained in this Indentureany related security documents, escrow arrangements or other documents related to the foregoing; (4) immediately prior any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which (i) such amendmentPerson was acquired by or merged, restatement, renewal, replacement consolidated or refinancingotherwise combined with or into the Company or any Restricted Subsidiary, (bii) applicable lawsuch agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary in each case, (c) any instrument governing Indebtedness or other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of an Acquired the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of its Restricted Subsidiaries as in effect at this Section 4.07(b)(4), if another Person is the time Successor Company or any Subsidiary thereof, any agreement or instrument of such acquisition Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (except 5) any encumbrance or restriction pursuant to the extent such an agreement or instrument effecting a refunding, replacement or refinancing of Indebtedness was incurred Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in connection with Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in contemplation of such acquisitionany amendment, supplement or other modification to an agreement referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Lenders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (1as determined in good faith by the Borrower); (6) such restriction any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is not applicable subject to any Persona lease, license or similar contract, or the properties assignment or transfer of any lease, license or other contract; (b) contained in mortgages, pledges or other security agreements permitted under this Agreement or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Agreement to the extent such encumbrances or restrictions restrict the transfer of the property or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by any reciprocal easement agreements of the Company or any Restricted Subsidiary; or (d) pursuant to the terms of the Indentureany license, authorization, concession or permit; (d7) by reason of customary non-assignment provisions in leases any encumbrance or other agreements entered into the ordinary course of business and consistent with past practices, (e) restriction pursuant to Purchase Money Indebtedness for property acquired Obligations and Capitalized Lease Obligations permitted under this Agreement, in the ordinary course of business each case, that only impose encumbrances or restrictions on the property so acquired, acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (f8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or disposition; (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a9) customary provisions restricting subletting or assignment of any lease in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, consistent regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than (i) the encumbrances and restrictions contained in this Agreement or the Existing Credit Agreement on the Closing Date, together with past practicethe security documents associated therewith, nor if any, and the Intercreditor Agreement, as in effect on or immediately prior to the Closing Date or (bii) Liens is customary in comparable financings (as determined in good faith by the Borrower) and where, in the case of clause (ii), the Borrower determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments under the Loan Documents as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beSection 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary that is not the Issuer or a Guarantor to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any such Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness Debt or other obligation owed owed, to the Company Company, the Issuer or any other Subsidiary Guarantor (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock), (iib) make any loans or advances to the Company Company, the Issuer or any other Restricted Subsidiary Guarantor (it being understood that the subordination of loans or (iii) transfer any of its property or assets advances made to the Company or any Restricted Subsidiary to other Debt Incurred by the Company or any Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances), except for or (c) sell, lease or transfer any of its Property to the Company, the Issuer or any Subsidiary Guarantor (it being understood that such encumbrances or restrictions existing under or by reason transfers shall not include any type of transfer described in clause (a) the Credit Facility as or (b) above). The foregoing limitations will not apply to restrictions: (i) in effect on March 31the Issue Date, 1998including, but not limited to the Credit Agreement and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive the Existing Notes Indentures; (ii) with respect to a Person that becomes a Restricted Subsidiary (including any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary in accordance with this Indenture) or merges, consolidates or amalgamates with or into the Company or a Restricted Subsidiary on or after the Issue Date, in each case, if such dividend and other restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was merged, consolidated or amalgamated with or into the Company or such Restricted Subsidiary; (iii) that result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above, in clause (vi), (vii) or (x) below or this clause (iii), provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing (1) in the good faith judgment of the Company, will not materially impair the Issuer’s ability to make payments under the Notes when due, (2) applies only during the continuance of a default in respect of a payment restrictions or financial maintenance covenant relating to such Debt or (3) is either not materially more restrictive taken as a whole (as conclusively determined in good faith by the Company), than those contained in the Credit Facility agreements or instruments referred to in clauses (ori), if (ii), (vi), (vii) or (x) or this clause (iii), as applicable, or with respect to this clause (3), generally represents market terms (as conclusively determined in good faith by the Company) at the time of Incurrence; (iv) resulting from the Incurrence of any Debt permitted to be Incurred under Section 4.04, provided that the restriction contained in such Debt (1) in the good faith judgment of the Company, will not materially impair the Issuer’s ability to make payments under the Notes when due, (2) applies only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Debt, or (3) is either not materially more restrictive, restrictive taken as a whole (as conclusively determined in good faith by the Company) than those contained in the Notes, the Existing Notes or the Credit Agreement, or with respect to this Indentureclause (3), generally represents market terms (as conclusively determined in good faith by the Company) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, at the time of Incurrence; (bv) existing by reason of applicable law, rule, regulation or order; (vi) with respect to clause (c) any instrument governing Indebtedness or Capital Stock above only, relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 4.04 and Section 4.06 that limit the right of an Acquired Person the debtor to dispose of the Property securing that Debt; (vii) encumbering Property at the time the Property was acquired by the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition (except restriction relates solely to the extent such Indebtedness Property so acquired and was incurred not created in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms anticipation of the Indenture, acquisition; (dviii) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period resulting from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of the agreements or rights thereunder; (ix) which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (x) existing pursuant to any lease entered into Debt Incurred by a Foreign Subsidiary, which restrictions are customary for a financing of such type, and which are otherwise permitted under this Indenture, provided, however, that the Company’s Board of Directors determines in good faith that such restrictions are not reasonably likely to impair the Company’s ability to make principal and interest payments on the Notes; (xi) existing by reason of this Indenture, the Notes, any exchange notes and the Note Guarantees; (xii) contained in joint venture agreements, limited liability company agreements, organizational documents and other similar agreements; (xiii) on cash or other deposits or net worth imposed by customers or suppliers; (xiv) with respect to clause (c) of the first paragraph of this covenant only, arising or agreed to in the ordinary course of business, consistent with past practicenot relating to any Debt, nor (b) Liens permitted under and that do not, individually or in the Indentureaggregate, shall in and detract from the value of themselves be considered a restriction on the ability property or assets of the applicable Company or any Restricted Subsidiary thereof in any manner material to transfer such the Company or any Restricted Subsidiary thereof; (xv) contained in Hedging Obligations; (xvi) constituting customary restrictions with respect to a Securitization Subsidiary, pursuant to the terms of a Permitted Receivables Financing; (xvii) in the case of any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement; and (xviii) resulting from customary provisions, which restrict assignment of the agreements or assetsrights thereunder, as the case may bein connection with Intellectual Property licenses, covenants not to ▇▇▇, releases or other similar rights or immunities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted SubsidiaryCompany, (iib) to make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets to the Company Company, except: (i) any encumbrance or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) the Credit Facility as restriction pursuant to an agreement in effect at or entered into on March 31, 1998, and the Issue Date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately Restricted Subsidiary on or prior to any the date on which such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred other than an agreement entered into in connection with with, or in contemplation anticipation of, the transaction or series of related transactions pursuant to which such acquisitionRestricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 3.06 or this clause (iii); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, encumbrances and (2) the consolidated net income of an Acquired Person for any period prior restrictions with respect to such acquisition shall not be taken into account Restricted Subsidiary contained in determining whether any such acquisition was permitted by agreement or amendment are no less favorable to the terms Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clauses (i) or (ii) of this Section 3.06, as the Indenture, case may be; (div) by reason any such encumbrance or restriction consisting of customary non-non assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or other the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may bedisposition.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (3) sell, lease or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for 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 requirements to) 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 constitute such encumbrances an encumbrance or restrictions existing under or by reason restriction. (b) The provisions of Section 4.05 (a) the will not prohibit: (1) any encumbrance or restriction pursuant to (a) any Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable lawany other agreement or instrument, in each case, in effect at or entered into on the Issue Date; (c2) any encumbrance or restriction pursuant to an agreement or instrument governing Indebtedness of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an Acquired acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary entered into or in connection with such transaction) and outstanding on such date; provided that, for the purposes of its Restricted Subsidiaries as in effect at this clause (2), if another Person is the time Successor Person, any Subsidiary thereof or agreement or instrument of such acquisition Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Person; (except 3) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (B) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such Indebtedness was incurred encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in connection with any reciprocal easement agreements of the Company or any Restricted Subsidiary; (4) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in contemplation of such acquisition); provided, howevereach case, that (1) such restriction is not applicable to any Person, impose encumbrances or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (f5) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or disposition; (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a6) customary provisions restricting subletting or assignment of any lease in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (7) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, consistent regulation or order, or required by any regulatory authority, including pursuant to the terms of any license, concession, authorization, franchise, permit or similar arrangement; (8) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (9) any encumbrance or restriction pursuant to Currency Agreements or Interest Rate Agreements; (10) any encumbrance or restriction arising pursuant to an agreement or instrument (x) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.06 (other than any refinancing Indebtedness which is subject to Section 4.05(b)(13) below) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the Revolving Credit Facility and the Intercreditor Agreement, together with past practicethe Security Documents associated therewith as in effect on the Issue Date or (ii) is customary in comparable financings (as determined in good faith by the Company) or where the Company determines when such Indebtedness is Incurred that such encumbrances or restrictions will not adversely affect, nor in any material respect, the Issuer’s ability to make principal or interest payments on the Notes (bas determined in good faith by a responsible financial or chief accounting officer of the Company), or (y) Liens constituting an Additional Intercreditor Agreement; (11) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09 and the IndentureIntercreditor Agreement or any Additional Intercreditor Agreement; (12) restrictions effected in connection with a Qualified Receivables Financing that, shall in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (13) any agreement, encumbrance or restriction that extends, renews, refinances or replaces any encumbrance or restriction referred to in Sections 4.05(b)(1) through 4.05(b)(12) above or this Section 4.05(b)(13) or contained in any amendment, supplement or other modification to an agreement referred to in Sections 4.05(b)(1) through 4.05(b)(12) above or this Section 4.05(b)(13); provided, however, that such encumbrances and of themselves be considered restrictions contained in any such agreement, encumbrance or restriction are no less favorable in any material respect to the Holders taken as a restriction whole than the encumbrances and restrictions so extended, refinanced, replaced, amended, supplemented or modified, or will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the ability Notes (as determined in good faith by a responsible financial or chief accounting officer of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beCompany).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture and identified in Schedule 3.4 to this Indenture, except for such encumbrances or restrictions existing under or by reason of (a) including, without limitation, this Indenture, any Qualified Receivables Transaction and the Senior Secured Credit Facility as Agreement in effect on March 31, 1998, and such date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of an Acquired Person the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any of its a Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with Subsidiary or in contemplation of the transaction) and outstanding on such acquisitiondate; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in clauses (1i) or (ii) of this paragraph on the Issue Date or the date such restriction Restricted Subsidiary became a Restricted Subsidiary, whichever is not applicable applicable; (iv) in the case of Section 3.4(3), any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to any Persona lease, license or similar contract, or the properties assignment or assets transfer of any Personsuch lease, license or other than contract; (b) contained in mortgages, deeds of trust, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Acquired Person, and (2) Company or a Restricted Subsidiary to the consolidated net income extent such encumbrances or restrictions restrict the transfer of an Acquired Person for any period prior the property subject to such acquisition shall not be taken into account mortgages, deeds of trust, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (da) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in Section 3.4(3) on the property so acquired; (vi) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors, are necessary to effect such Qualified Receivables Transaction; (fvii) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or disposition; (gviii) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) any customary provisions restricting subletting or assignment of any lease in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business, consistent with past practice, nor ; (bix) Liens permitted under net worth provisions in leases and other agreements entered into by the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Company or any Restricted Subsidiary to transfer such agreements in the ordinary course of business; and (x) encumbrances or assetsrestrictions arising or existing by reason of applicable law or any applicable rule, as the case may beregulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness Debt or other obligation owed owed, to the Company Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock), (iib) make any 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 Debt Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (iiic) sell, lease or transfer any of its property or assets Property to the Company Issuer or any other Restricted Subsidiary, except for Subsidiary (it being understood that such encumbrances or restrictions existing under or by reason transfers shall not include any type of transfer described in clause (a) the Credit Facility as or (b) above). The foregoing limitations will not apply to restrictions: (i) (a) in effect on March 31the Issue Date, 1998including, but not limited to the Credit Agreement and the Existing Notes Indentures; (ii) relating to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer; (iii) that result from any amendmentsamendment, restatementsrestatement, renewalsmodification, replacements renewal, supplement, extension, replacement or refinancings thereof; providedRefinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above, howeverin clause (vi), (vii) or (x) below or this clause (iii), provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those the restriction contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, modification, renewal, supplement, extension, replacement or refinancingRefinancing is not materially more restrictive (as determined in good faith by the Issuer’s Board of Directors), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (i), (bii), (vi), (vii) or (x) or this clause (iii), as applicable; (iv) resulting from the Incurrence of any Permitted Debt as defined in Section 4.04, provided that the restriction is no less favorable to the Holders of Notes in any material respect (as determined in good faith by the Issuer’s Board of Directors) than the restrictions of the same type contained in this Indenture; (v) existing by reason of applicable law, rule, regulation or order; (vi) with respect to clause (c) any instrument governing Indebtedness or Capital Stock above only, relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 4.04 and Section 4.06 that limit the right of an Acquired Person the debtor to dispose of the Property securing that Debt; (vii) encumbering Property at the time the Property was acquired by the Company Issuer or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition (except restriction relates solely to the extent such Indebtedness Property so acquired and was incurred not created in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms anticipation of the Indenture, acquisition; (dviii) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period resulting from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (ix) which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (x) existing pursuant to any Debt Incurred by a Foreign Subsidiary, consistent with past practicewhich restrictions are customary for a financing of such type, nor (b) Liens and which are otherwise permitted under the this Indenture, shall provided, however, that the Issuer’s Board of Directors determines in good faith that such restrictions are not reasonably likely to impair the Issuer’s ability to make principal and of themselves be considered a restriction interest payments on the ability Notes; or (xi) existing by reason of this Indenture, the Notes, and the Note Guarantees; (xii) with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xiii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiv) in the case of the applicable provision described in clause (c) of the first paragraph of this covenant; 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 or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to transfer such agreements the Issuer or assetsany Restricted Subsidiary thereof; (xv) contained in Hedging Obligations; and (xvi) constituting customary restrictions with respect to a Securitization Subsidiary, as pursuant to the case may beterms of a Permitted Receivables Financing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) Section 4.08(a) shall not prohibit encumbrances or restrictions existing under or by reason of of: (a1) the Senior Credit Facility as Facilities, the Master Lease, the Relative Rights Agreement, the ETMC JV Agreement or any other agreement or instrument in effect at or entered into on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Issue Date; (or, if more restrictive, than those contained in 2) this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, the Notes and the Note Guarantees; (b) applicable law, (c3) any agreement or other instrument governing Indebtedness or Capital Stock of an Acquired a Person acquired by or merged or consolidated with or into the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition acquisition, merger or consolidation (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof); provided, however, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Acquired PersonPerson and its Subsidiaries, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; providedthe Person and its Subsidiaries, howeverso acquired (including after-acquired property and assets); (4) any amendment, that such restriction is only applicable restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing of an agreement referred to such Restricted Subsidiary in clauses (1), (2), (3) or assets, as applicable, and such sale or disposition otherwise is permitted under this clause (4) of this Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture4.08(b); provided, however, that the encumbrances or restrictions contained in such amendment, restatement, modification, renewal, supplement, extension, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive, when taken as a whole, than the encumbrances and restrictions contained in any of the agreements governing or instruments referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date or the date such Refinancing Indebtedness are no more restrictive Restricted Subsidiary became a Restricted Subsidiary or was merged or consolidated with or into the Company or a Restricted Subsidiary, whichever is applicable; (5) in the aggregate than those contained case of clause (3) of Section 4.08(a), Permitted Liens or Liens otherwise permitted to be Incurred under Section 4.12 that limit the right of the debtor to dispose of property or assets subject to such Liens; (6) purchase money obligations, mortgage financings, Capitalized Lease Obligations and similar obligations or agreements permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) with respect to the property or assets acquired, financed, designed, leased, constructed, repaired, maintained, installed or improved in connection therewith or thereby (including any proceeds thereof, accessions thereto and any upgrades or improvements thereto); (7) agreements for the sale, transfer or other disposition of property or assets, including without limitation customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale, transfer or other disposition of all or a portion of the Capital Stock, property or assets of such Subsidiary; (8) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business or as required by insurance surety or bonding companies; (9) any provisions in joint venture agreements, partnership agreements, limited liability company agreements governing and other similar agreements, which (x) are customary or (y) as determined in good faith by an Officer of the Indebtedness being refinanced immediately prior Company (as evidenced by an Officer’s Certificate) do not adversely affect the Company’s ability to such refinancing. Notwithstanding make payments of principal or interest payments on the foregoingNotes when due; (10) any provisions in leases, neither subleases, licenses, asset sale agreements, sale/leaseback agreements or stock sale agreements and other agreements entered into by the Company or any Restricted Subsidiary that (ax) are customary and entered into in the ordinary course of business or (y) do not adversely affect the Company’s ability to make payments of principal or interest payments on the Notes when due, as determined in good faith by an officer of the Company (as evidenced by an Officer’s Certificate); (11) applicable law or any applicable rule, regulation or order, or any license, permit or other authorization issued by any governmental or regulatory authority; (12) non-assignment provisions restricting subletting or assignment of any contract or any lease of the Company or any Restricted Subsidiary entered into in the ordinary course of business; (13) Credit Facilities or other debt arrangements Incurred by the Company or any Restricted Subsidiary, consistent or Preferred Stock issued by the Company or any Restricted Subsidiary, in accordance with past practiceSection 4.09, nor (b) Liens permitted under the that are not materially more restrictive, when taken as a whole, than those applicable in this Indenture, shall in and of themselves be considered a restriction the Term Loan Facility or the ABL Credit Agreement on the ability Issue Date, which, as determined in good faith by an Officer of the applicable Restricted Subsidiary Company (as evidenced by an Officer’s Certificate) do not adversely affect the Company’s ability to transfer make payments of principal or interest payments on the Notes when due; and (14) any encumbrance or restriction required by the terms of any agreement relating to a Qualified Receivables Transaction; provided, however, that such agreements encumbrance or assets, as the case may berestriction applies only to such Qualified Receivables Transaction.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a Restricted SubsidiaryCompany, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company, except (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture (including, without limitation, the Senior Credit Facility); (B) any encumbrance or restriction with respect to a Restricted Subsidiary (1) pursuant to an agreement relating to any Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company, or of another Person that is assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from, or merger or consolidation with, such Person (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or such acquisition of assets, merger or consolidation) and outstanding on the date of such acquisition, merger or consolidation or (2) pursuant to any agreement (not relating to any Indebtedness) in existence when a Person becomes a Subsidiary of the Company or when such agreement is acquired by the Company or any other Subsidiary thereof, that is not created in contemplation of such Person becoming such a Subsidiary or such acquisition (for purposes of this clause (B), if another Person is the Successor Company, any Subsidiary or agreement thereof shall be deemed acquired or assumed, as the case may be, by the Company when such Person becomes the Successor Company); (C) any encumbrance or restriction with respect to a Restricted SubsidiarySubsidiary pursuant to an agreement (a "Refinancing Agreement") effecting a refinancing of Indebtedness incurred pursuant to, except for such encumbrances or restrictions existing under that otherwise extends, renews, refinances or by reason replaces, an agreement referred to in clause (A) or (B) of this covenant or this clause (aC) the Credit Facility as or contained in effect on March 31, 1998, and any amendments, restatements, renewals, replacements amendment to an agreement referred to in clause (A) or refinancings thereof(B) of this covenant or this clause (C) (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, renewals, replacements Refinancing Agreement or refinancings amendment are no more restrictive with respect less favorable to such dividend the Holders of the Securities taken as a whole than encumbrances and other payment restrictions than those contained in the Credit Facility Initial Agreement or Agreements to which such Refinancing Agreement or amendment relates; (orD) any encumbrance or restriction (1) that restricts in a customary manner the subletting, if more restrictiveassignment or transfer of any property or asset that is subject to a lease, than those contained in this Indenture) immediately prior to license or similar contract, or the assignment or transfer of any such amendmentlease, restatement, renewal, replacement license or refinancingother contract, (b2) applicable lawby virtue of any transfer of, (c) agreement to transfer, option or right with respect to, or Lien on, any instrument governing Indebtedness property or Capital Stock assets of an Acquired Person acquired by the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (3) contained in mortgages, pledges or other agreements securing Indebtedness of its a Restricted Subsidiaries as in effect at the time of such acquisition (except Subsidiary to the extent such Indebtedness was incurred in connection with encumbrance or in contemplation restrictions restrict the transfer of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements or (4) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (dE) by reason any restriction with respect to a Restricted Subsidiary (or any of customary non-assignment provisions in leases its property or other agreements assets) imposed pursuant to an agreement entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such restriction) pending the closing of such sale or disposition; and (F) any encumbrance or restriction on the transfer of property or assets required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery any of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may betheir businesses.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture, except for such encumbrances or restrictions existing under or by reason of including, without limitation, this Indenture, the Initial Securities, the Exchange Securities, the Subsidiary Guarantees and the Senior Secured Credit Agreement (aand related documentation) the Credit Facility as in effect on March 31, 1998, and such date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of an Acquired Person the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of the transaction) and outstanding on such acquisitiondate, provided that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect, taken as a whole, to the Holders of the Securities, in the reasonable judgment of the Company’s Board of Directors or senior management, than the encumbrances and restrictions contained in such agreements referred to in clauses (1i) or (ii) of this paragraph on the Issue Date or the date such restriction Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is not applicable applicable; (iv) in the case of clause (3) of the first paragraph of this Section 3.6, any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to any Persona lease, license or similar contract, or the properties assignment or assets transfer of any Personsuch lease, license or other than contract; (b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Acquired Person, and (2) Company or a Restricted Subsidiary to the consolidated net income extent such encumbrances or restrictions restrict the transfer of an Acquired Person for any period prior the property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (da) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.6 on the property so acquired, ; (fvi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction disposition; (vii) any customary encumbrances or encumbrance shall be effective only for a period from the execution and delivery of such restrictions imposed pursuant to any agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained referred to in the definition of “Permitted Business Investment” or in Employee Partnerships; (viii) net worth provisions in leases and other 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (ix) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, consistent regulation or order; and (x) encumbrances or restrictions contained in indentures or debt instruments or other debt arrangements Incurred by Subsidiary Guarantors in accordance with past practiceSection 3.3 that are not more restrictive, nor (b) Liens permitted under taken as a whole, than those applicable to the Indenture, shall Company in and of themselves be considered a restriction either this Indenture or the Senior Secured Credit Agreement on the ability of Issue Date (which results in encumbrances or restrictions comparable to those applicable to the applicable Company at a Restricted Subsidiary to transfer such agreements or assets, as the case may belevel).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances . The preceding provisions will not prohibit: (i) any encumbrance or restrictions existing under restriction pursuant to or by reason of (a) the Senior Secured Credit Facility as Agreement and related documentation and any other agreement in effect at or entered into on March 31the Issue Date; (ii) any encumbrance or restriction pursuant to this Indenture, 1998the Securities, the Exchange Securities and the Subsidiary Guarantees; (iii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such dividend Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other payment Restricted Subsidiary other than the assets and property so acquired; (iv) encumbrances and restrictions contained in contracts 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, 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; (v) any encumbrance or restriction with respect to a Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than those the assets and property so acquired; (vi) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the Credit Facility terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (or1) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (2) 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 Securities, if more restrictiveas determined in good faith by the Board of Directors of the Company, than those contained in this Indenture) immediately prior whose determination shall be conclusive and which encumbrances and restrictions do not extend to any such Subsidiary that is not a Foreign Subsidiary; (vii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement, refinancing, amendment, modification, restatement, renewal, increase or supplement of Indebtedness Incurred pursuant to an agreement referred to in clauses (i) through (iii), (v), (vi) or clause (xiii) of this paragraph or this clause (vii) or contained in any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancingrefinancing of an agreement referred to in clauses (i) through (iii), (v), (vi) or clause (xiii) of this paragraph or this clause (vii); provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced as determined in good faith by the Senior Management of the Company; (viii) in the case of clause (3) of the first paragraph of this Section 3.4, any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (b) applicable lawcontained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (c) contained in any instrument governing Indebtedness or Capital Stock agreement creating Hedging Obligations permitted from time to time under this Indenture; (d) pursuant to customary provisions restricting dispositions of an Acquired Person acquired by real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition Subsidiary; (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1e) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases restrictions on cash or other agreements deposits imposed by customers under contracts entered into in the ordinary course of business business; or (f) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and consistent with past practices, other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (eix) Purchase Money Indebtedness any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.4 on the property so acquired, ; (fx) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such restriction) pending the closing of such sale or disposition; (xi) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xiii) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.2; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are no less favorable in any material respect to the holders, as determined by the Board of Directors of the Company in good faith, than the provisions contained in the Senior Secured Credit Agreement and in this Indenture as in effect on the Issue Date; (xiv) the issuance of Preferred Stock by a Restricted Subsidiary or assets, as applicable, and the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such sale or disposition otherwise Preferred Stock is permitted under pursuant to Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from 3.2 and the execution and delivery terms of such agreement through Preferred Stock do not expressly restrict the ability of a termination date not later Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than 270 days after requirements to pay dividends or liquidation preferences on such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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 Preferred Stock prior to paying any dividends or making any other distributions on such refinancing. Notwithstanding the foregoing, neither other Capital Stock); and (axv) customary provisions restricting subletting restrictions on cash or assignment of any lease other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a Restricted SubsidiaryBorrower, (ii) make any loans or advances to the Company or any other Restricted Subsidiary Borrower or (iii) transfer any of its property or assets to the Company or any other Restricted SubsidiaryBorrower, except for such encumbrances any encumbrance or restrictions existing under restriction: (1) pursuant to an agreement or by reason of instrument in effect at or entered into on the Issue Date (a) including, without limitation, the Credit Facility as in effect on March 31Agreement), 1998, and any amendments, restatements, renewals, replacements the Indenture or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Notes; (or, if more restrictive, than those contained in this Indenture2) immediately prior pursuant to any such amendmentagreement or instrument of a Person, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing relating to Indebtedness or Capital Stock of an Acquired a Person, which Person is acquired by or merged or consolidated with or into the Company Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of its Restricted Subsidiaries assets from such Person, as in effect at the time of such acquisition acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with with, such acquisition, merger or in contemplation consolidation), provided that for purposes of this clause (2), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such acquisitionPerson or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes the Successor Company; (3) pursuant to an agreement or instrument (a "Refinancing Agreement") effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (1) or (2) of this covenant or this clause (3) (an "Initial Agreement") or contained in any amendment, supplement or other modification to an Initial Agreement (an "Amendment"); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment are not materially less favorable to the Holders of the Notes taken as a whole than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (1as determined in good faith by the Borrower); (A) such restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is not applicable subject to any Persona lease, license or similar contract, or the properties assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall Restricted Subsidiary not be taken into account in determining whether such acquisition was permitted otherwise prohibited by the terms of the Indenture, (dC) by reason of customary non-assignment provisions contained in leases mortgages, pledges or other security agreements entered into securing Indebtedness of a Restricted Subsidiary to the ordinary course extent restricting the transfer of business and consistent with past practicesthe property or assets subject thereto, (eD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (E) pursuant to Purchase Money Indebtedness for property acquired in the ordinary course of business Obligations that only impose encumbrances or restrictions on the property or assets so acquired, (fF) an agreement for the sale on cash or disposition of the Capital Stock other deposits or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted net worth imposed by customers under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint ventures and other similar agreements entered into in the ordinary course of business), or (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such Restricted Subsidiary; (5) with past practicerespect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (6) required by any applicable law, nor rule, regulation or order or by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their business; or (b7) Liens pursuant to an agreement or instrument (A) relating to any Indebtedness permitted under to be Incurred subsequent to the Indenture, shall in and Issue Date pursuant to the provisions of Section I.1 of themselves be considered a this Schedule if the Borrower determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the principal of or interest on the ability Notes, (B) relating to any sale of the applicable Restricted receivables by a Foreign Subsidiary or (C) relating to transfer such agreements Indebtedness of or assets, as the case may bea Financing Disposition to or by any Receivables Entity.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary. (b) However, paragraph (a) of this Section 7.25 will not prohibit: (1) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date, including, without limitation, this Indenture and the Security Documents as in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, however that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (3) encumbrances and restrictions contained in contracts 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, 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; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, except for however that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) 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 Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 7.25(b) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 7.25(b); provided, however that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced; (7) in the case of clause (3) of Section 7.25(a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof; (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; or (E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 7.25 (a) on the property so acquired; (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing under or by reason of applicable law or any applicable rule, regulation or order; (a12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 7.22; provided, however that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the First Lien Credit Facility Agreement and in this Indenture as in effect on March 31the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, 1998however that issuance of such Preferred Stock is permitted pursuant to Section 7.22 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); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) any encumbrance or restriction contained in the First Lien Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, however that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the First Lien Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries Agreement 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beIssue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. ‌ (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to:‌ (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation obligations owed to the Company or any of its Restricted Subsidiaries (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, and the subordination of loans or advances made to the Company or any of its Restricted Subsidiary, Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to pay any Indebtedness or other obligation);‌ (ii2) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiary Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or‌ (iii3) sell, lease or transfer any of its property or assets to the Company or any other of its Restricted Subsidiary, except for Subsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) of this Section 4.08(a)).‌ (b) The preceding provisions shall not prohibit encumbrances or restrictions existing under or by reason of of:‌ (a1) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatementthe Notes, renewal, replacement or refinancing, the Note Guarantees and the Collateral Documents;‌ (b) applicable law, (c2) any agreement or instrument governing Indebtedness existing on the Issue Date (excluding this Indenture, the Notes, the Note Guarantees and the Collateral Documents);‌ (3) (A) any agreement or Capital Stock other instrument of an Acquired a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof) or (B) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof); provided, howeverin the case of (A) and (B) above, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired PersonPerson and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or so designated, as applicable (including after- acquired property);‌ (4) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement or instrument referred to in clauses (1), (2) or (3) of this Section 4.08(b); provided, however, that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the consolidated net income good faith judgment of an Acquired Person for any period prior Senior Management, not materially more restrictive, when taken as a whole, than the encumbrances and restrictions contained in the agreements referred to in clauses (1), (2) or (3) of this Section 4.08(b) on the Issue Date, the acquisition date or the date such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms Restricted Subsidiary became a Restricted Subsidiary of the Company or was merged into a Restricted Subsidiary of the Company, whichever is applicable; (5) the Credit Facility of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, that the applicable encumbrances and restrictions contained in the agreement or agreements governing such Credit Facility are not materially more restrictive, taken as a whole, than those contained in the Credit Facility as in effect on the Issue Date; (d6) by reason of (A) customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or other the property leased thereunder and (B) security agreements entered into or mortgages securing Indebtedness of a Restricted Subsidiary of the ordinary course Company to the extent such encumbrance or restriction restricts the transfer of business and consistent with past practices, the property subject to such security agreements or mortgages; (e7) Purchase Money Indebtedness for property acquired in the ordinary course case of business clause (3) of Section 4.08(a), Liens permitted to be incurred under Section 4.12 that only limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) purchase money obligations, Capitalized Lease Obligations and Sale/Leaseback Transactions permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.08(a) on the property so acquired; (9) contracts for the sale of assets, (f) including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary; provided; (10) restrictions on cash or other deposits or net worth imposed by customers, however, that such restriction is only applicable to such Restricted Subsidiary suppliers or assets, as applicable, and such sale or disposition otherwise is permitted landlords under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease contracts entered into in the ordinary course of business; (11) any customary provisions in joint venture, consistent partnership, shareholders’ and limited liability company agreements relating to Joint Ventures that are not Restricted Subsidiaries of the Company and other similar agreements entered into in the ordinary course of business; (12) any customary provisions (including non-assignment and non-transfer provisions) in leases, subleases or licenses (including licenses of intellectual property) and other agreements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (13) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order or permit; (14) (A) other Indebtedness incurred or Preferred Stock issued by a Guarantor in accordance with past practiceSection 4.09 that, nor in the good faith judgment of Senior Management, are not materially more restrictive, taken as a whole, than those applicable to the Company in this Indenture on the Issue Date (bwhich results in encumbrances or restrictions at a Restricted Subsidiary of the Company level comparable to those applicable to the Company in this Indenture) Liens or (B) other Indebtedness incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09; provided that with respect to the foregoing clause (B), such encumbrances or restrictions shall not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management);‌ (15) any agreement with a governmental entity providing for developmental financing; (16) agreements relating to Hedging Obligations permitted under clause (7) of Section 4.09(b); and (17) easements entered into in the Indenture, shall in and ordinary course of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may bebusiness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective effective, any encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a any Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a any Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for for: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Subsidiary of, or was acquired by, the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of, or was acquired by, the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions existing under in such agreement relate solely to the property so acquired; (d) any encumbrance or by reason restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a), (b) the Credit Facility as or (c) hereof or contained in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereofamendment to any such agreement; provided, however, that any encumbrance and any restriction contained in any such amendmentsrefinancing agreement or amendment is no less favorable to the Securityholders than any encumbrance or restriction contained in such agreement; and (e) in the case of clause (iii), restatementsany encumbrance or restriction (1) that restricts in a customary manner the subletting, renewalsassignment or transfer of any property or asset that is a lease, replacements license, conveyance or refinancings are no more restrictive contract or similar property or asset, (2) arising by virtue of any transfer of, agreement to transfer, option or right with respect to such dividend and other payment restrictions than those contained in the Credit Facility (orto, if more restrictiveor Lien on, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement property or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock assets of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary not otherwise prohibited by this Indenture or (3) arising or agreed to 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practicesthat does not, (e) Purchase Money Indebtedness for property acquired individually or in the ordinary course aggregate, detract from the value of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). (b) The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of of: (a1) contractual encumbrances or restrictions pursuant to the Credit Facility as Existing Notes and related documentation and other agreements or instruments in effect at or entered into on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Issue Date; (or, if more restrictive, than those contained in 2) this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, the Notes and the Note Guarantees; (b) applicable law, (c3) any agreement or other instrument governing Indebtedness or Capital Stock of an Acquired a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation of such acquisitionthereof); provided, however, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired PersonPerson and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired (including after-acquired property); (4) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clauses (1), (2) or (3) of this Section 4.07(b) or this clause (4); provided, however, that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms good faith judgment of the IndentureCompany, no more restrictive than the encumbrances and restrictions contained the agreements referred to in clauses (1), (d2) by reason or (3) of customary non-assignment provisions this Section 4.07(b) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged or amalgamated into a Restricted Subsidiary, whichever is applicable; (5) in leases or other agreements entered into the ordinary course case of business and consistent with past practicesclause (3) of Section 4.07(a), Liens permitted to be Incurred under Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (e6) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of Section 4.07(a) on the property so acquired; (7) contracts for the sale of assets, (f) including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary ; (8) restrictions on cash or assets, as applicable, and such sale other deposits or disposition otherwise is permitted net worth imposed by customers under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease contracts entered into in the ordinary course of business; (9) any customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business; (10) any customary provisions in leases, consistent subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; and (12) (A) other Indebtedness Incurred or Preferred Stock issued by a Subsidiary Guarantor in accordance with past practiceSection 4.08, nor (b) Liens permitted under that, in the Indenturegood faith judgment of the Board of Directors of the Company, shall are not more restrictive, taken as a whole, than those restrictions applicable to the Company in and of themselves be considered a restriction this Indenture on the Issue Date (which results in encumbrances or restrictions at a Restricted Subsidiary level comparable to those applicable to the Company) or (B) other Indebtedness Incurred or Preferred Stock issued by a Non-Guarantor Restricted Subsidiary, in each case permitted to be Incurred subsequent to the Issue Date under Section 4.08; provided that with respect to clause (B), such encumbrances or restrictions will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of the applicable Restricted Subsidiary to transfer such agreements or assets, as Board of Directors of the case may beCompany).

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason . (b) The provisions of Condition 3.5 (a) the Credit Facility as will not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect on March 31, 1998, and at the Issue Date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such amendmentRestricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, restatementor to provide all or any portion of the funds utilized to consummate, renewal, replacement the transaction or refinancing, (b) applicable law, (c) any instrument governing Indebtedness series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or Capital Stock of an Acquired Person was acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of the transaction) and outstanding on such acquisition); provideddate; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, however, that replacement or refinancing of Indebtedness referred to in sub-condition (1i) such restriction is not applicable or (ii) of this Condition 3.5(b) or this sub-condition (iii) or contained in any amendment to an agreement relating to any Person, or the properties or assets of any Person, other than the Acquired Person, and Indebtedness referred to in sub-condition (2i) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.or

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall (a) KP Parent will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to KP Parent or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation owed to the Company KP Parent or a any other Restricted Subsidiary, ; (ii) make any loans or advances to the Company KP Parent or any other Restricted Subsidiary or Subsidiary; or (iii) sell, lease or transfer any of its property or assets to the Company KP Parent or any other Restricted Subsidiary, except for such encumbrances provided that (x) the priority of any Preferred Stock in receiving dividends or restrictions existing under liquidating distributions prior to dividends or by reason liquidating distributions being paid on common stock and (y) the subordination of (aincluding the application of any standstill requirements to) the Credit Facility as in effect on March 31, 1998, and loans or advances made to KP Parent or any amendments, restatements, renewals, replacements Restricted Subsidiary to other Indebtedness Incurred by KP Parent or refinancings thereof; provided, however, that any Restricted Subsidiary shall not be deemed to constitute such amendments, restatements, renewals, replacements an encumbrance or refinancings are no more restrictive with respect restriction. (b) The provisions of Section 4.04(a) will not prohibit: (i) any encumbrance or restriction pursuant to such dividend and other payment restrictions than those contained in the (A) any Credit Facility (orincluding the Senior Secured Credit Facilities Agreement), if more restrictiveor the Intercreditor Agreement, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement Additional Intercreditor Agreement or refinancing, the Security Documents or (b) applicable law, (cB) any instrument governing Indebtedness other agreement or Capital Stock of an Acquired Person acquired by the Company instrument, in each case described in (A) or any of its Restricted Subsidiaries as (B), in effect at or entered into on the time Issue Date; (ii) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into KP Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by KP Parent or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by KP Parent or was merged, consolidated or otherwise combined with or into KP Parent or any Restricted Subsidiary entered into or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this Section 4.04(b)(ii), if another Person is the successor Person (as described in Section 5.01), any Subsidiary thereof or agreement or instrument of such acquisition (except to Person or any such Subsidiary shall be deemed acquired or assumed by KP Parent or any Restricted Subsidiary when such Person becomes the extent such successor Person; provided further, that, in the case of Indebtedness, such Indebtedness was incurred permitted to be Incurred under this Indenture; (iii) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in connection with clause (i) or (ii) of this Section 4.04(b) or this Section 4.04(a)(iii) (an “Initial Agreement”) or contained in contemplation any amendment, supplement or other modification to an agreement referred to in clause (i) or (ii) of such acquisitionthis Section 4.04(b) or this Section 4.04(b)(iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (1as determined in good faith by the Board of Directors or a member of Senior Management of KP Parent); (iv) such restriction any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is not applicable subject to any Persona lease, license or similar contract, or the properties assignment or transfer of any lease, license or other contract; (B) contained in mortgages, charges, pledges or other security agreements permitted under this Indenture or securing Indebtedness of KP Parent or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior subject to such acquisition shall not be taken into account mortgages, charges, pledges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was any reciprocal easement agreements of KP Parent or any Restricted Subsidiary; (v) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted by the terms of the under this Indenture, (d) by reason of customary non-assignment provisions in leases each case, that impose encumbrances or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquiredacquired in the nature of those described in Section 4.04(a)(iii), or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the distribution or transfer of the assets or Capital Stock of the joint venture; (fvi) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or disposition; (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (avii) customary provisions restricting subletting or assignment of any lease in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (viii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, consistent regulation or order, or required by any regulatory authority; (ix) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (x) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (xi) any encumbrance or restriction arising pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.01 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (1) the encumbrances and restrictions contained in the Senior Secured Credit Facilities Agreement, together with past practicethe Security Documents, nor and the Intercreditor Agreement, in each case, as in effect on the Issue Date or (b2) Liens as is customary in comparable financings (as determined in good faith by the Board of Directors or a member of Senior Management of KP Parent) or (B) constituting an Additional Intercreditor Agreement; (xii) restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Board of Directors or a member of Senior Management of KP Parent, are necessary or advisable to effect such Qualified Receivables Financing; or (xiii) any encumbrance or restriction existing by reason of any Lien permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beSection 4.03.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Except for the restrictions set forth herein or imposed by law, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured bypay any Debt or other obligation owed, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, , (ii) make any loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, or (iii) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary. (b) The foregoing limitations shall not apply: (i) with respect to clauses (a)(i), except for such encumbrances or restrictions existing under or by reason of (aii) the Credit Facility as and (iii), to restrictions: (A) in effect on March 31the Issue Date (including, 1998without limitation, restrictions pursuant to the Notes, this Indenture, a Receivables Program and any amendmentsthe Credit Agreement), (B) relating to Acquired Indebtedness, restatementsor (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, renewals, replacements or refinancings thereof; provided, however, provided that such amendmentsrestrictions are not more restrictive, restatementstaken as a whole, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility agreement evidencing the Debt so refinanced (oras determined by the Board of Directors in its good faith judgment), if more restrictiveand (ii) with respect to clause (a)(iii) only, than those contained in this Indentureto restrictions: (A) immediately prior relating to any Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to the covenants described under Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the Property securing such amendment, restatement, renewal, replacement or refinancing, Debt, (bB) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person encumbering Property at the time such Property was acquired by the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition (except restrictions relate solely to the extent such Indebtedness was incurred Property so acquired and were not created in connection with or in contemplation anticipation of such acquisition); provided, however, , (C) resulting from customary provisions restricting the subletting or assignment of leases or customary provisions in other agreements that (1) restrict the assignment of such restriction is not applicable to any Person, agreements or the properties rights or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of copyrighted or patented materials, (D) customary restrictions contained in leases or other asset sale agreements entered into limiting the ordinary course transfer of business and consistent with past practices, such Property pending the closing of such sale, (eE) contained in Purchase Money Indebtedness Debt for property Property acquired in the ordinary course of business that business, (F) included in customary provisions and agreements with respect to Permitted Joint Ventures, (G) contained in any Debt or any agreement pursuant to which such Debt was issued if (i) the encumbrance or restriction applies only impose restrictions on upon a payment default or financial covenant default or event of default contained in such Debt or agreement and (ii) the property so acquired, (f) an agreement for the sale encumbrance or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable not materially more disadvantageous to such Holders than is customary in comparable financings (as determined by the Board of Directors in its good faith judgment), or (H) resulting from the application of reasonable and customary borrowing base, net worth and similar covenants set forth in agreements entered into by the Company or a Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery in respect of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may bePermitted Debt.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Except as provided in Section 3.10(b), the Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (ii) 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; or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such . (b) Section 3.10(a) shall not apply to encumbrances or restrictions existing as of the Issue Date or otherwise under or by reason of of: (ai) applicable law; (ii) the Credit Facility as Collateral Documents; (iii) any agreements governing any secured Indebtedness permitted to be Incurred under this Indenture (including this Indenture); (iv) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in effect any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on March 31the ability of a Restricted Subsidiary to dividend, 1998distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive in each case permitted to be Incurred under this Indenture; (v) existing with respect to such dividend and other payment restrictions than those contained in any Person, or to the Credit Facility (orproperty or assets of any Person, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired at the time the Person is acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with Subsidiaries, which encumbrances or in contemplation of such acquisition); provided, however, that restrictions (1) such restriction is are not applicable to any Person, other Person or the properties property or assets of any Person, other than the Acquired Person, Person and (2) the consolidated net income were not put in place in anticipation of an Acquired Person for such event and any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms extensions, renewals, replacements or refinancings of any of the Indentureforegoing; provided that 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; (dvi) by reason restrictions with respect to one of customary non-assignment provisions in leases or other agreements the Company’s Subsidiaries and imposed pursuant to an agreement that has been entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock of, or property and assets of, such Subsidiary that is permitted by Section 3.7; (vii) customary restrictions imposed on the transfer of such Restricted Subsidiarycopyrighted or patented materials; providedor (viii) an agreement governing Indebtedness Incurred to refinance the Indebtedness issued, however, assumed or Incurred pursuant to Section 3.10(b)(iii); provided that such restriction refinancing agreement is only applicable not materially more restrictive with respect to such Restricted Subsidiary encumbrances or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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 referred to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beSection 3.10(b)(iii).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, 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 dividend or with respect to any other interest or participation in, or measured by, its profits liquidating distributions prior to the Company dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiary or pay any Indebtedness or other obligation owed restriction on the ability to the Company or a Restricted Subsidiarymake distributions on Capital Stock), (iib) make any loans or advances to the Company or any other Restricted Subsidiary or pay any Debt or other obligation owed, to the Company or any Restricted Subsidiary (iiiit being understood that the subordination of loans or advances made to the Company or any 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 pay Debt or other obligation), or 85 (c) sell, lease or transfer any of its property or assets Property to the Company or any other Restricted Subsidiary, except for Subsidiary (it being understood that such encumbrances or restrictions existing under or by reason transfers shall not include any type of transfer described in clause (a) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable lawabove). The foregoing limitations will not apply to: (1) restrictions in effect or entered into on the Issue Date, including, but not limited to the Super Senior Revolving Credit Facility, this Indenture, the Notes and the Notes Guarantees; (c2) restrictions relating to any instrument governing Indebtedness agreements or Capital Stock instruments of an Acquired a Person existing at the time it became a Restricted Subsidiary or to any agreements or instruments relating to any Property at the time acquired by the Company or any of its Restricted Subsidiaries as Subsidiary, in effect at the time of each case if such acquisition (except to the extent such Indebtedness restriction was incurred not created in connection with or in contemplation anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or such acquisitionProperty was acquired by the Company or a Restricted Subsidiary; (3) restrictions that result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt or other agreement or instrument referred to in this Section 4.08, provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Company), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in this Section 4.08, as applicable; provided(4) restrictions resulting from the Incurrence of any Debt Incurred in accordance with Section 4.04, however, provided that either (1) such the restriction is not applicable no less favorable to the holders of Notes in any Person, or material respect (as determined in good faith by the properties or assets of any Person, other Company) than the Acquired Person, and restrictions of the same type contained in this Indenture or (2) the consolidated net income of an Acquired Person for any period prior Company reasonably determined in good faith that such restrictions are not reasonably likely to such acquisition shall not be taken into account in determining whether such acquisition was permitted by impair the terms of Issuers’ ability to make principal and interest payments on the Indenture, Notes; (d5) restrictions existing by reason of customary non-assignment provisions in leases applicable law, rule, regulation or other agreements entered into order; (6) with respect to clause (c) of this Section 4.08 only, restrictions relating to Debt that is permitted to be Incurred and secured without also securing the ordinary course of business Notes pursuant to Section 4.04 and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in Section 4.06 that limit the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition right of the Capital Stock debtor to Dispose of the Property securing that Debt; (7) restrictions encumbering Property at the time the Property was acquired by the Company or assets of such any Restricted Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period (8) restrictions resulting from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases or customary provisions in other agreements (including, without 86 limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (9) restrictions which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (10) restrictions existing pursuant to any Debt Incurred , consistent with past practicewhich restrictions are customary for a financing of such type, nor (b) Liens and which are otherwise permitted under the this Indenture, shall provided, however, that the Company reasonably determines in good faith that such restrictions are not reasonably likely to impair the Issuers ability to make principal and of themselves be considered a restriction interest payments on the ability Notes; (11) restrictions existing by reason of the applicable Note Documents; (12) restrictions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) in the case of the provision described in clause (c) of the first paragraph of this Section 4.08, restrictions 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 or assets of the Company or any Restricted Subsidiary thereof in any manner material to transfer such the Company or any Restricted Subsidiary thereof; (15) restrictions contained in Hedging Obligations; (16) restrictions constituting customary restrictions with respect to a Securitization Subsidiary, pursuant to the terms of a Permitted Receivables Financing or Permitted Supply Chain Financing; (17) with respect to clause (c) of this Section 4.08 only, restrictions on property under a charter, lease, sub-lease or other agreement (including any Drilling Contracts, charterparty agreements, rig operating, service or management agreements or assetspool agreements) that has been entered into in the ordinary course for the employment, as charter or other hire of such property; (18) with respect to clause (c) of this Section 4.08 only, restrictions resulting from (i) any Drilling Contracts with respect to any Vessels; provided that such encumbrance or restriction only extends to the case may be.Vessel or other such asset (other than cash or Cash Equivalents) subject to such Drilling Contract or (ii) any joint venture agreement or similar arrangement with respect to any joint venture that imposes restrictions on the transfer or assignment of the Capital Stock in such joint venture or Property of such joint venture;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances except: (1) any encumbrance or restrictions existing under or by reason of (a) the Credit Facility as restriction pursuant to an agreement in effect at or entered into on March 31, 1998, and the Issue Date; (2) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately Restricted Subsidiary prior to any the date on which such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries as Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (3) any encumbrance or restriction pursuant to an agreement constituting Refinancing Indebtedness of Indebtedness Incurred pursuant to an agreement referred to in effect at the time clause (1) or (2) of such acquisition this Section or this clause (except 3) or contained in any amendment to the extent such Indebtedness was incurred an agreement referred to in connection with clause (1) or in contemplation (2) of such acquisitionthis Section or this clause (3); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions contained in such agreements; (14) such in the case of clause (iii) of this Section, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is not applicable subject to any Persona lease, license or similar contract, or (B) contained in security agreements or mortgages permitted under this Indenture and securing Indebtedness of a Restricted Subsidiary to the properties extent such encumbrance or assets restrictions restrict the transfer of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior property subject to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, security agreements or mortgages; and (d5) by reason of customary non-assignment provisions in leases or other agreements any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may bedisposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation indebtedness owed to the Company Issuer or a any of its Restricted Subsidiary, Subsidiaries; (ii) make any loans or advances to the Company Issuer or any other of its Restricted Subsidiary or Subsidiaries; or (iii) sell, lease or transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary, except for such Subsidiaries. (b) The restrictions in Section 3.6(a) shall not apply to encumbrances or restrictions existing under or by reason of of: (ai) agreements governing Existing Indebtedness and the Credit Facility Agreement as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Issue Date; (or, if more restrictive, than those contained in ii) this Indenture) immediately prior to any such amendment, restatementthe Notes, renewalthe Guarantees, replacement or refinancing, the Security Documents and the Intercreditor Agreement; (biii) applicable law, rule, regulation or order, including any requirement of any governmental healthcare programs; (civ) any instrument or agreement governing Indebtedness or Capital Stock of an Acquired Person a Restricted Subsidiary acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired PersonPerson or any of its Subsidiaries, and (2) or the consolidated net income property or assets of an Acquired the Person for or any period prior to of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such acquisition shall not be taken into account in determining whether such acquisition Indebtedness was permitted by the terms of the Indenture, this Indenture to be incurred; (dv) by reason of customary non-assignment provisions in leases or other agreements contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business and consistent with past practicesbusiness; (vi) customary restrictions in leases (including capital leases), (e) Purchase Money Indebtedness security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, purchased or leased of the nature described in Section 3.6(a)(iii); (fvii) an any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such a Restricted Subsidiary or assets, as applicable, and such that restricts distributions by that Restricted Subsidiary pending the sale or disposition otherwise is permitted under Section 4.17 belowother disposition; (viii) any instrument or agreement governing Permitted Refinancing Indebtedness; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness therein are no not materially more restrictive (as determined in good faith by the aggregate Issuer), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced immediately prior refinanced; (ix) Liens permitted to be incurred pursuant to Section 3.5 that limit the right of the debtor to dispose of the assets subject to such refinancing. Notwithstanding Liens; (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the foregoing, neither ordinary course of business; (axi) customary provisions imposed on the transfer of copyrighted or patented materials; (xii) customary provisions restricting subletting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or assignment of any lease Restricted Subsidiary; (xiii) contracts entered into in the ordinary course of business, consistent not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer in any manner material to the Issuer or any Restricted Subsidiary of the Issuer; (xiv) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary of the Issuer or any of their businesses; (xv) any instrument or agreement governing Indebtedness or preferred stock of any Restricted Subsidiary that is incurred or issued subsequent to the Issue Date and not in violation of Section 3.4; provided that the Issuer’s Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Issuer’s and/or Guarantors’ ability to make principal and interest payments on the Notes; (xvi) customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of dialysis clinics, relating solely to such joint venture or facilities or the Persons who own Equity Interests therein; (xvii) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (i), (ii), (iv) and (xv) of this Section 3.6(b); provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, (as determined by the Issuer in good faith) than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (i), (ii), (iv) and (xv) of this Section 3.6(b), as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (xviii) customary provisions in connection with past practicea Qualified Receivables Transaction; and (xix) restrictions in Management Agreements that require the payment of management fees to the Issuer or one of its Restricted Subsidiaries prior to payment of dividends or distributions. For purposes of determining compliance with this Section 3.6, nor (bi) Liens permitted under the Indenture, priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall in and of themselves not be considered deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the applicable Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to transfer such agreements make loans or assets, as the case may beadvances.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a any Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a Restricted SubsidiaryCompany, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other Restricted Subsidiaryobligation, shall not be deemed to constitute such an encumbrance or restriction), except for such encumbrances any encumbrance or restrictions existing under or by reason of restriction: (a) the Credit Facility as pursuant to an agreement or instrument in effect at or entered into on March 31the Issue Date, 1998any Credit Facility, and this Indenture or any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, Subsidiary Guarantee; (b) applicable lawpursuant to any agreement or instrument of a Person, (c) any instrument governing or relating to Indebtedness or Capital Stock of an Acquired a Person, which Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any of its Restricted Subsidiaries Subsidiary in connection with an acquisition from such Person (but not created in contemplation thereof), as in effect at the time of such acquisition acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this Section 4.05(b), if a Person other than the Company or a Restricted Subsidiary is the successor company with respect thereto, any Subsidiary thereof or in contemplation agreement or instrument of such acquisitionPerson or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such successor company; (c) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds, modifies or replaces, any agreement or instrument referred to in Section 4.05(a) or Section 4.05(b) or this Section 4.05(c) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (a “Refinancing Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Refinancing Amendment, taken as a whole, are not materially less favorable to the Holders than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Refinancing Amendment relates (1as determined in good faith by the Company); (d) such restriction is not applicable (A) pursuant to any Personagreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the properties subletting, assignment or transfer of any property or asset subject thereto, (B) 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 Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall Restricted Subsidiary not be taken into account in determining whether such acquisition was permitted otherwise prohibited by the terms of the this Indenture, (dC) by reason of customary non-assignment provisions contained in leases mortgages, pledges or other security agreements entered into securing Indebtedness or other obligations of the ordinary course Company or a Restricted Subsidiary to the extent restricting the transfer of business and consistent with past practicesthe property or assets subject thereto, (eD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Indebtedness for property acquired in the ordinary course of business Obligations that only impose encumbrances or restrictions on the property or assets so acquired, (fF) an agreement for the sale on cash or disposition of the Capital Stock other deposits, net worth or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary inventory imposed by customers or assets, as applicable, and such sale or disposition otherwise is permitted suppliers under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including leases and licenses) in joint venture and other similar agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly-owned Restricted Subsidiaries, (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary or (I) pursuant to Hedging Obligations or Bank Products Obligations; (e) with past practicerespect to any agreement for the direct or indirect disposition of Capital Stock, nor property or assets of any Person, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such sale or disposition; (bf) Liens by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary; or (g) pursuant to an agreement or instrument (i) relating to any Indebtedness permitted under to be Incurred subsequent to the IndentureIssue Date pursuant to the provisions of Section 4.03 (A) if the encumbrances and restrictions contained in any such agreement or instrument, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company) or (B) if such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Company) and either (1) the Company determines in good faith that such encumbrance or restriction shall in and of themselves be considered a restriction not materially affect the Company’s ability to make principal or interest payments on the ability Securities or (2) such encumbrance or restriction applies only if a default occurs in respect of the applicable Restricted a payment or financial covenant relating to such Indebtedness, (ii) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (iii) relating to transfer such agreements Indebtedness of or assets, as the case may bea Financing Disposition by or to or in favor of any Special Purpose Entity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or profits; (ii) pay any Indebtedness or other obligation obligations owed to the Company or any of its Restricted Subsidiaries (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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (iiiii) make any loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness Incurred by the Company or any of its Restricted Subsidiary Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or (iiiiv) sell, lease or transfer any of its property or assets to the Company or any other of its Restricted Subsidiary, except for Subsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (i) or (iii) above). (b) The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of of: (ai) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, the Notes and the Note Guarantees; (b) applicable law, (cii) any agreement or instrument governing Indebtedness existing on the Issue Date (except for this Indenture, the Notes or Capital Stock the Note Guarantees); (iii) (x) any agreement or other instrument of an Acquired a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or but not created in contemplation thereof) or (y) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof); provided, howeverin the case of (x) and (y) above, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired PersonPerson and its Subsidiaries, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiarythe Person and its Subsidiaries, so acquired or so designated or deemed, as applicable (including after- acquired property); (iv) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement or instrument referred to in clauses (ii), (iii) or (v) of this Section 4.08(b); provided, however, that such restriction is only applicable to such Restricted Subsidiary amendments, restatements, modifications, renewals, supplements, refundings, replacements or assetsrefinancings are, in the good faith judgment of Senior Management, not materially more restrictive, when taken as applicablea whole, than the encumbrances and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive referred to in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoingclauses (ii), neither (aiii) customary provisions restricting subletting or assignment (v) of any lease entered into in the ordinary course of business, consistent with past practice, nor (bthis Section 4.08(b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary of the applicable Company or was merged into a Restricted Subsidiary to transfer such agreements or assetsof the Company, as the case may be.whichever is applicable;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted SubsidiaryCompany, (iib) to make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets to the Company Company, except: (i) any encumbrance or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) the Credit Facility as restriction pursuant to an agreement in effect at or entered into on March 31, 1998, and the Issue Date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately Restricted Subsidiary on or prior to any the date on which such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred other than an agreement entered into in connection with with, or in contemplation anticipation of, the transaction or series of related transactions pursuant to which such acquisitionRestricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 3.06 or this clause (iii); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, encumbrances and (2) the consolidated net income of an Acquired Person for any period prior restrictions with respect to such acquisition shall not be taken into account Restricted Subsidiary contained in determining whether any such acquisition was permitted by agreement or amendment are no less favorable to the terms Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clauses (i) or (ii) of this Section 3.06, as the Indenture, case may be; (div) by reason any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or other the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in Permitted Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may bedisposition.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) However, except for such encumbrances Section 4.10(a) will not prohibit: (1) any encumbrance or restrictions existing under restriction pursuant to or by reason of (a) an agreement in effect at or entered into on the Credit Facility Issue Date, including, without limitation, this Indenture as in effect on March 31, 1998, and such date; (2) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Person pursuant to or by reason of an agreement relating to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (3) encumbrances and restrictions contained in contracts 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, 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; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) 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 Notes, as determined in effect at good faith by the time Board of Directors of the Company, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 4.10(b) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 4.10(b); provided, that the encumbrances and restrictions with respect to such acquisition Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced; (except 7) in the case of clause (3) of Section 4.10(a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such Indebtedness was incurred in connection with encumbrances or in contemplation restrictions restrict the transfer of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; (C) contained in determining whether such acquisition was any agreement creating Hedging Obligations permitted by the terms from time to time under this Indenture; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (dE) by reason of customary non-assignment provisions in leases restrictions on cash or other agreements deposits imposed by customers under contracts entered into in the ordinary course of business business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and consistent with past practices, other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (e8) any encumbrance or restriction contained in (a) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of Section 4.10(a) on the property so acquired, ; (f9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provideddisposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, further, however, that such restriction regulation or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, order; (12) encumbrances or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in of the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior Company or any of its Restricted Subsidiaries permitted to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease be Incurred pursuant to an agreement entered into subsequent to the Issue Date in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.accordance with

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) the Credit Facility as in effect on March 31November 25, 19982003, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the this Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the this Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the this Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company (provided, however, that (i) the priority that any series of Preferred Stock of a Restricted Subsidiary, Subsidiary of the Company has in receiving dividends or liquidating distributions shall not be deemed to be a restriction on the ability to pay dividends or make other distributions on its Capital Stock for purposes of this covenant and (ii) the subordination of Indebtedness owed to the Company or any Restricted Subsidiary to other Indebtedness incurred by any Restricted Subsidiary shall not be deemed a restriction on the ability to pay Indebtedness); (2) make any loans or advances to the Company or any other a Restricted Subsidiary of the Company (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 (iii3) sell, lease or transfer any of its property or assets to the Company or any other a Restricted SubsidiarySubsidiary of the Company. However, except for such the preceding restrictions of this Section 3.4 will not apply to encumbrances or restrictions existing under or by reason of of: (a1) the Credit Facility as any encumbrance or restriction in any agreement in effect on March 31the Issue Date (including the Credit Agreement); (2) this Indenture, 1998, the Securities and the Subsidiary Guarantees; (3) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness incurred by such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately Restricted Subsidiary on or prior to any the date on which such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person Restricted Subsidiary was acquired by the Company or became a Restricted Subsidiary of the Company (other than Indebtedness incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries as Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company) and outstanding on such date; (4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to 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, however, that clause (1) such restriction is not applicable to any Person), or the properties or assets of any Person, other than the Acquired Person, and (2) or (3) of this paragraph or this clause (4) or contained in any amendment to an agreement referred to in clause (1), (2) or (3) of this paragraph or this clause (4); provided that the consolidated net income of an Acquired Person for any period prior encumbrances and restrictions with respect to such acquisition shall not be taken into account Restricted Subsidiary contained in determining whether any such acquisition was permitted refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements, as determined in good faith by the terms of the Indenture, Company; (da) by reason of customary non-assignment provisions in leases any contract, license, lease or sale or exchange agreement and (b) cash, other agreements deposits, or net worth or similar requirements, in each case, imposed by suppliers, customers or lessors under contracts or leases, in the case of each of clauses (a) and (b), entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose business; (6) in the case of clause (3) of the preceding paragraph, restrictions on contained in Capital Lease Obligations, purchase money obligations, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such restrictions restrict the transfer of the property so acquiredsubject to such Capital Lease Obligations, purchase money obligations, security agreements or mortgages; (f7) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such disposition; (8) any encumbrance or restriction in any agreement or encumbrance shall be effective only for instrument in the Existing Receivables Financing and in connection with a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or Qualified Receivables Transaction; (g9) Refinancing Indebtedness permitted under the IndentureIndebtedness; provided, however, provided that the encumbrances or restrictions contained in the agreements governing such Refinancing Indebtedness are no not materially more restrictive in the aggregate restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced immediately prior refinanced, as determined in good faith by the Company; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 3.6 that limit the right of the debtor to dispose of the assets subject to such refinancing. Notwithstanding Liens; (11) provisions limiting the foregoingdisposition or distribution of assets or property in joint venture agreements, neither asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (aincluding, without limitation, agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (12) encumbrances or restrictions applicable only to a Restricted Subsidiary of the Company that is not a Domestic Subsidiary; (13) customary provisions restricting subletting or assignment encumbrances and restrictions contained in agreements of any lease entered into the types described in the definition of “Permitted Business Investments”; (14) agreements governing Hedging Contracts, Interest Rate Agreements and Currency Agreements incurred in the ordinary course of business, consistent ; (15) any encumbrance or restriction with past practice, nor (b) Liens permitted under respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Indenture, shall in and of themselves be considered Unrestricted Subsidiary is a restriction party to or entered into before the date on the ability which such Unrestricted Subsidiary became a Restricted Subsidiary of the applicable Company; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary of the Company and any such encumbrance or restriction does not extend to transfer any assets or property of the Company or any other Restricted Subsidiary of the Company other than the assets and property of such agreements Unrestricted Subsidiary; (16) provisions limiting the distribution or assetsdividend of assets or any portion of Capital Stock of SpinCo in connection with a Qualified Spin Transaction; and (17) any encumbrances or restrictions imposed by any amendments of the contracts, instruments or obligations referred to in clauses (1) through (16) of this paragraph; provided that such amendments are not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing, as determined in good faith by the case may beCompany.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Neither the Company shall not, and shall not permit nor any Restricted Subsidiary to, directly will create or indirectly, create otherwise cause or permit to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary to take the following actions: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any of its Restricted Subsidiary, Subsidiaries; (ii2) make any loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (iii3) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary, except for such Subsidiaries. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of: (a1) the Senior Credit Facility and any agreements governing Indebtedness existing on the date of this Indenture, in each case, as in effect on March 31, 1998, the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings thereofof those agreements; provided, however, provided that such the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Credit Facility (or, if more restrictive, than those contained in date of this Indenture; (2) immediately prior this Indenture, the Notes and the Note Guarantees; (3) any restriction with respect to a Restricted Subsidiary that is either: (A) pursuant to an agreement relating to any Indebtedness (i) Incurred by a Restricted Subsidiary before the date on which such amendmentRestricted Subsidiary was acquired by the Company, restatementor (ii) of another Person that is assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from, renewalor merger or consolidation with, replacement such Person and is outstanding on the date of such acquisition, merger or refinancingconsolidation; provided that any restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to Indebtedness Incurred either as consideration in, or for the provision of any portion of the funds or credit support used to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or such acquisition of assets, merger or consolidation shall not be permitted pursuant to this clause (bA); or (B) applicable lawpursuant to any agreement, (c) not relating to any instrument governing Indebtedness Indebtedness, existing when a Person becomes a Subsidiary of the Company or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiaries, that, in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or each case, is not created in contemplation of such acquisitionPerson becoming such a Subsidiary or such acquisition (it being understood for purposes of this clause (B) that if another Person is the Successor Company, any Subsidiary or agreement thereof shall be deemed acquired or assumed by the Company when such Person becomes the Successor Company); provided, howeverand, that in the case of clauses (1A) such and (B), which restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) or the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms properties or assets of the Person, so acquired; (4) any restriction with respect to a Restricted Subsidiary pursuant to an agreement (a "Refinancing Agreement") that effects a refinancing, extension, renewal or replacement of Indebtedness under an agreement referred to in this Section 4.08 (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided that the restrictions contained in any such Refinancing Agreement or amendment are not materially more restrictive, taken as a whole, than the restrictions contained in the Initial Agreement or Agreements to which such Refinancing Agreement or amendment relates; (5) any restriction that is a customary restriction on subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or on the assignment or transfer of any lease, license or other contract; (6) any restriction by virtue of a transfer, agreement to transfer, option, right, or Lien with respect to any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (7) any restriction contained in mortgages, (d) by reason of customary non-assignment provisions in leases pledges or other agreements entered into securing Indebtedness of the ordinary course Company or a Restricted Subsidiary to the extent such restriction restricts the transfer of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquiredsubject to such mortgages, pledges or other security agreements; (f) 8) any restriction with respect to a Restricted Subsidiary, or any of its property or assets, imposed pursuant to an agreement for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assetsrestriction, as applicable, and pending the closing of such sale or disposition; (9) any restriction existing by reason of applicable law, rule, regulation or order; (10) provisions limiting the disposition otherwise or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors, which limitation is permitted under Section 4.17 below; provided, further, however, applicable only to the assets that such restriction or encumbrance shall be effective only for a period from are the execution and delivery subject of such agreement through a termination date not later than 270 days after such execution and delivery, agreements; (11) restrictions on cash or (g) Refinancing Indebtedness permitted other deposits or net worth imposed by customers under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease contracts entered into in the ordinary course of business, consistent ; (12) restrictions existing under Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with past practice, nor a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; or (b13) Liens permitted under the Indenture, shall restrictions contained in and Indebtedness incurred by a Foreign Subsidiary pursuant to clause (10) of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary Section 4.09(b) hereof; provided that such restrictions relate only to transfer such agreements one or assets, as the case may bemore Foreign Subsidiaries.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted SubsidiaryCompany, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets to the Company Company, except: (1) with respect to clauses (a), (b) and (c), (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (ii) any other Restricted Subsidiary, except for such encumbrances encumbrance or restrictions restriction existing under or by reason of applicable law; (aiii) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately Restricted Subsidiary on or prior to any the date on which such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries as Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iv) any encumbrance or restriction relating to a Subsidiary Guarantor and contained in effect at the time terms of such acquisition (except any Indebtedness or any agreement pursuant to the extent which such Indebtedness was incurred in connection with issued if the encumbrance or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable materially more disadvantageous to the Securityholders than is customary in comparable financings (as determined by the Company in good faith); (v) any Person, encumbrance or the properties or assets restriction representing customary provisions of any Persondistribution, other than the Acquired Personjoint venture, and purchase, outsourcing or similar agreement; (2vi) the consolidated net income of any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements agreement entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition; (vii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (iii) or (iv) of clause (1) of this Section 4.05 or this clause (vii) or contained in any amendment to an agreement referred to in clause (i), (iii) or (iv) of clause (1) of this Section 4.05 or this clause (vii); providedPROVIDED, howeverHOWEVER, that such restriction is only applicable the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or assetsamendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; and (2) with respect to clause (c) only, (i) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (ii) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (iii) any encumbrance or restriction existing by virtue of any transfer of, as applicableagreement to transfer, and such sale option or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and deliveryright with respect to, or (g) Refinancing Indebtedness permitted under Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture; 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 and (iv) any encumbrance or restriction arising or agreed to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practicenot relating to any Indebtedness, nor (b) Liens permitted under and that do not, individually or in the Indentureaggregate, shall in and detract from the value of themselves be considered a restriction on the ability property or assets of the applicable Company or any Restricted Subsidiary in any manner material to transfer such agreements the Company or assets, as the case may beany Restricted Subsidiary.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). The provisions of the preceding paragraph shall not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture, except for such encumbrances or restrictions existing under or by reason of (a) including, without limitation, this Indenture, the Securities, the Exchange Securities, the Subsidiary Guarantees and the Senior Credit Facility as in effect on March 31, 1998, and such date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries as in effect at Subsidiary became a Restricted Subsidiary or was acquired by the time of such acquisition (except to the extent such Indebtedness was incurred in connection with Company or in contemplation of the transaction) and outstanding on such acquisitiondate, provided , that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Holders of the Securities (1as determined by the Company in its good faith judgment) than the encumbrances and restrictions contained in such restriction agreements referred to in clauses (i) or (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is not applicable applicable; (iv) in the case of clause (3) of the first paragraph of this covenant, any Permitted Lien and encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to any Persona lease, license or similar contract, or the properties assignment or assets transfer of any Personsuch lease, license or other than the Acquired Person, and contract; or (2b) the consolidated net income pursuant to customary provisions restricting dispositions of an Acquired Person for real property interests set forth in any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (dv) by reason of customary non-assignment provisions in leases any encumbrance or restriction relating to a Purchase Money Note or other agreements entered into Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the ordinary course good faith determination of business and consistent with past practicesthe Board of Directors, are customary to effect such Qualified Receivables Transaction; (ea) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired, ; (fvii) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or other disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction disposition; (viii) net worth provisions in leases and other agreements entered into by the Company or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained any Restricted Subsidiary 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. Notwithstanding the foregoing, neither ordinary course of business; (aix) any customary provisions restricting subletting or assignment of any lease in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business; (x) encumbrances or restrictions contained in indentures or debt instruments or other debt arrangements Incurred by Subsidiary Guarantors in accordance with Section 3.3, consistent that are not more restrictive, taken as a whole, than those applicable to the Company in the Indenture (which results in encumbrances or restrictions comparable to those applicable to the Company at a Restricted Subsidiary level); (xi) encumbrances or restrictions with past practicerespect to Restricted Subsidiaries that are not Subsidiary Guarantors, nor that are Incurred subsequent to the Issue Date pursuant to clause (b12) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the second paragraph of Section 3.3, by Restricted Subsidiaries, provided that after giving effect to such Incurrence of Indebtedness, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of Section 3.3; and (xii) encumbrances or restrictions arising or existing by reason of applicable Restricted Subsidiary to transfer such agreements law or assetsany applicable rule, as the case may beregulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above). The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, except for such encumbrances or restrictions existing under or by reason of (a) including, without limitation, this Indenture and the Senior Credit Facility as Agreement in effect on March 31, 1998, and such date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries as Subsidiary became a Restricted Subsidiary or was acquired by the Company or in effect at contemplation of the time transaction) and outstanding on such date, provided that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired and that, in the case of Indebtedness, was permitted to be Incurred pursuant to this Indenture; (iii) in the case of clause (3) of the first paragraph of this Section 3.6, any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such acquisition lease, license or other contract; (except b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such Indebtedness was incurred in connection with encumbrances or in contemplation restrictions restrict the transfer of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (div) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.6 on the property so acquired, ; (fv) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provideddisposition; (vi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, further, however, that such restriction regulation or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or order; (gvii) Refinancing Indebtedness permitted under the IndentureIndebtedness; provided, however, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no not materially more restrictive in the aggregate restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced immediately prior refinanced; (viii) Liens and agreements related thereto that were permitted to be incurred under Section 3.5 that limit the right of the debtor to dispose of the assets subject to such refinancing. Notwithstanding the foregoing, neither Liens; (aix) customary provisions in joint venture agreements and other similar agreements entered into in connection with a Related Business; (x) customary provisions restricting subletting or assignment the transfer of any lease Capital Stock of an Unrestricted Subsidiary; (xi) net worth provisions in leases and other agreements entered into in the ordinary course of business, ; (xii) customary provisions restricting the transfer of copyrighted or patented materials consistent with past industry practice; and (xiii) encumbrances or restrictions contained in indentures or debt instruments or other debt arrangements Incurred or Preferred Stock issued by Subsidiary Guarantors in accordance with Section 3.3, nor (bi) Liens permitted under that are not more restrictive, taken as a whole, than those applicable to the Indenture, shall Company in and of themselves be considered a restriction either this Indenture or the Senior Credit Agreement on the ability of Issue Date (which results in encumbrances or restrictions comparable to those applicable to the applicable Company at a Restricted Subsidiary level) or (ii) that the Company determines in good faith are customary in comparable financings and will not adversely affect in any material respect the Company’s ability to transfer such agreements make principal or assets, interest payments on the Securities as the case may beand when due.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured bypay any Debt or other obligation owed, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, , (iib) make any loans or advances to the Company or any other Restricted Subsidiary or or (iiic) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of . The foregoing limitations will not apply: (a1) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility clauses (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancinga), (b) applicable law, and (c), to restrictions: (A) in effect on the Issue Date, (B) with respect to a Restricted Subsidiary pursuant to an agreement relating to any instrument governing Indebtedness Debt Incurred by such Restricted Subsidiary on or Capital Stock of an Acquired Person prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries as Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date, (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in effect at the time of such acquisition clause (except to the extent such Indebtedness was incurred in connection with 1)(A) or (B) above or in contemplation of such acquisition); provided, however, that clause (12)(A) such restriction is not applicable below or any amendment or supplement to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiaryagreement; provided, however, that such restriction is only applicable no more restrictive than those contained in the agreement evidencing the Debt so Refinanced or the agreement being amended or supplemented, as determined in good faith by the Board of Directors, whose determination shall be conclusive, (D) imposed with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary or assets, as applicable, and pending the closing of such sale or disposition, (E) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (F) customary supermajority voting provisions and provisions with respect to the disposition otherwise is permitted of assets or property, in each case, contained in agreements relating to Permitted Joint Ventures that are Subsidiary Guarantors, (G) arising under Section 4.17 below; providedapplicable law, further, however, that such restriction (H) contained in the terms of any Debt of the Company or encumbrance shall be effective only for a period from the execution and delivery any Restricted Subsidiary not Incurred in violation of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the restrictions aggregate than those contained in this Indenture, as determined in good faith by the agreements Board of Directors whose determination shall be conclusive, or (I) contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of this Indenture; provided, however, that such Refinancing Indebtedness restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the agreements governing Credit Facilities on the Indebtedness being refinanced immediately prior Issue Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and (2) with respect to clause (c) only, to restrictions: (A) encumbering Property at the time such refinancing. Notwithstanding Property was acquired by the foregoingCompany or any Restricted Subsidiary, neither so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (aB) resulting from customary provisions restricting subletting or assignment of any lease entered into leases or customary provisions in the ordinary course other agreements that restrict assignment of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assetsrights thereunder, (C) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, as or (D) on the case may betransfer of assets subject to any Lien imposed by the holder of such Lien.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary. (b) However, paragraph (a) of this Section 4.10 will not prohibit: (1) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date, including, without limitation, this Indenture as in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (3) encumbrances and restrictions contained in contracts 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, 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; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, except for that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) 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 Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 4.10(b) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 4.10(b); provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced; (7) in the case of clause (3) of Section 4.10(a) above, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof; (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; or (E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.10(a) on the property so acquired; (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing under or by reason of applicable law or any applicable rule, regulation or order; (a12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.07; provided, that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the Senior Secured Credit Facility Agreement and in this Indenture as in effect on March 31the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, 1998that issuance of such Preferred Stock is permitted pursuant to Section 4.07 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); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) any encumbrance or restriction contained in the Senior Secured Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Secured Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries Agreement 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beIssue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (iA) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary profits, or pay any Indebtedness or other obligation owed to the Company or a any of its Restricted Subsidiary, Subsidiaries; (iiB) make any loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (iiiC) transfer any of its property properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (a1) the Credit Facility Existing Indebtedness as in effect on March 31the date hereof; (2) the Take-Out Securities, 1998, and any amendments, restatements, renewals, replacements the guarantee thereof by the Subsidiary Guarantor or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Subsidiary Guarantee; (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b3) applicable law, rules or regulations; (c4) any instrument governing Indebtedness (including Acquired Debt) or Capital Stock of an Acquired a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred Incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) or the consolidated net income property or assets of an Acquired Person for any period prior to the Person, so acquired, provided that, in the case of Indebtedness, such acquisition shall not be taken into account in determining whether such acquisition Indebtedness was permitted to be Incurred by the terms of the Indenture, hereof; (d5) by reason of customary non-assignment provisions in leases leases, licenses or other similar agreements entered into in the ordinary course of business and consistent with past practices, ; (e6) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, acquired of the nature described in clause (fC) an of the preceding paragraph; (7) 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; (8) Liens securing Indebtedness that limit the Capital Stock or right of the debtor to dispose of the assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable subject to such Restricted Subsidiary Lien; (9) provisions with respect to the disposition or assetsdistribution of assets or property in joint venture agreements, as applicableasset sale agreements, stock sale agreements and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained in the other similar 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor ; (b10) Liens restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Senior Facilities Agreement as in effect on the date hereof; (12) restrictions on the transfer of assets subject to any Lien permitted hereunder imposed by the holder of such Lien; (13) encumbrances or restrictions existing under or arising pursuant to Credit Facilities entered into in accordance herewith; provided that the encumbrances or restrictions in such Credit Facilities are not materially more restrictive to the borrower than those applicable to the borrower under the Indenture, shall Senior Facilities Agreement as in and of themselves be considered a restriction effect on the ability date hereof (other than encumbrances or restrictions in Credit Facilities entered into by a Restricted Subsidiary of the applicable Company to finance some or all of the purchase price of a Restricted Subsidiary and which only apply to transfer the Restricted Subsidiary so acquired and such agreements Restricted Subsidiary's assets); (14) any Purchase Money Note or assetsother Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (15) encumbrances or restrictions under Indebtedness incurred by the Restricted Subsidiary owning the assets that comprise the Kildare Hotel and Country Club, as which encumbrance or restriction is not applicable to any other Persons, or the case may beproperty or assets of any other Person; provided that such Indebtedness was permitted by the terms hereof; and (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividends or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (3) sell, lease or (iii) transfer any of its property or assets to the Company or any 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 requirements to) 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 constitute such an encumbrance or restriction. (b) The provisions of Section 4.08(a) will not prohibit: (1) any encumbrance or restriction pursuant to (a) any Credit Facility (including the Senior Finance Documents) or (b) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date, including the indentures governing the Existing Secured Notes and the Existing Unsecured Notes and the agreement governing the Term Loans; (2) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, except for or on which such encumbrances agreement or restrictions existing under instrument is assumed by the Company or by reason any Restricted Subsidiary in connection with an acquisition of assets (a) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of an Acquired the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise combined with or into the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred Subsidiary entered into or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this Section 4.08(b)(2), if another Person is the Successor Company, any Subsidiary thereof or in contemplation agreement or instrument of such acquisitionPerson or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (3) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in Section 4.08(b)(1), 4.08(b)(2) or 4.08(b)(3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in Section 4.08(b)(1), 4.08(b)(2) or 4.08(b)(3); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, encumbrances and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent restrictions with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable respect to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of contained in any such agreement through or instrument are no less favorable in any material respect to the Holders taken as a termination date not later whole than 270 days after such execution the encumbrances and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained in the agreements governing Initial Agreement or Initial Agreements to which such Refinancing Indebtedness are no more restrictive refinancing or amendment, supplement or other modification relates (as determined in good faith by the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoing, neither Company); (4) any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (b) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (c) pursuant to customary provisions restricting subletting or assignment dispositions of real property interests set forth in any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability reciprocal easement agreements of the applicable Company or any Restricted Subsidiary to transfer such agreements or assets, as the case may be.Subsidiary;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Dutch Company and U.S. Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Dutch Company or a Restricted Subsidiary, and U.S. Company; (ii2) make any loans or advances to the Dutch Company and U.S. Company; or (3) sell, lease or any other Restricted Subsidiary or (iii) transfer any of its property or assets to Dutch Company and U.S. Company, U.S. Company, the Company Issuer or any other Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.05(a) shall not prohibit: (1) any encumbrance or restriction pursuant to (A) any Credit Facility (including the SS Term Loan), this Indenture, the Notes and the Guarantees thereof, the Existing Notes Indenture, the Existing Notes and the Guarantees thereof, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Security Documents, the Shareholder Loan and the other documents relating to the Transactions, (B) any other agreement, amendment or instrument, in each case, in effect at or entered into on the Issue Date or (C) the Escrow Agreement; (2) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into Dutch Company, U.S. Company, the Issuer or any other Restricted Subsidiary, except or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by Dutch Company, U.S. Company, the Issuer or any other Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by Dutch Company or was merged, consolidated or otherwise combined with or into Dutch Company, U.S. Company, the Issuer or any other Restricted Subsidiary entered into or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this Section 4.05(b)(2), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such encumbrances Person or restrictions existing under any such Subsidiary shall be deemed acquired or assumed by reason Dutch Company, U.S. Company, the Issuer or any other Restricted Subsidiary when such Person becomes the Successor Company; (3) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in Sections 4.05(b)(1), (a2) the Credit Facility as or (3) (an “Initial Agreement”) or contained in effect on March 31any amendment, 1998supplement or other modification to an agreement referred to in Sections 4.05(b)(1), and any amendments, restatements, renewals, replacements (2) or refinancings thereof(3); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by Dutch Company); (4) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority; (5) any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (B) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of Dutch Company, U.S. Company, the Issuer or any other Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Dutch Company, U.S. Company, the Issuer or any other Restricted Subsidiary; (6) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (7) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (8) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (9) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (10) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (11) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 4.06 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the SS Term Loan Agreement and the Intercreditor Agreement, together with the security documents associated therewith as in effect on the Issue Date or (ii) in comparable financings (as determined in good faith by Dutch Company) or where Dutch Company determines when such Indebtedness is Incurred that such encumbrances or restrictions shall not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes; (12) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.09; (13) restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Board of Directors of Dutch Company, U.S. Company or any Parent Holding Company, are necessary or advisable to effect such Qualified Receivables Financing; (14) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, where Dutch Company determines that they will not, individually or in the aggregate, adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes; or (15) any encumbrances or restrictions of the type referred to in Sections 4.05(a)(1), (2) and (3) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no of the contracts, instruments or obligations referred to in Sections 4.05(b)(1)–(14); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Dutch Company, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately dividend or other payment restrictions prior to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, (ii2) make any loans or advances to the Company or any other Restricted Subsidiary or (iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for such encumbrances except: (A) any encumbrance or restrictions existing under restriction pursuant to applicable law, rule, regulation, or by reason of (a) the Credit Facility as order or an agreement in effect at or entered into on March 31the Closing Date; (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 1998in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (C) in the case of clause (3), any amendmentsencumbrance or restriction (i) that restricts in a customary manner the subletting, restatementsassignment or transfer of any property or asset that is subject to a lease, renewalslicense or similar contract, replacements or (ii) contained in security agreements or refinancings thereofmortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (D) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (E) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (F) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (G) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 4.03; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement; and (H) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are of the contracts, instruments or obligations referred to in clauses (A) through (G) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately dividend or other payment restrictions prior to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, Company, (ii2) make any loans or advances to the Company or any other Restricted Subsidiary or Company, or (iii3) transfer any of its property or assets to the Company or any other Restricted SubsidiaryCompany. (b) The provisions of clauses (1), except for such encumbrances or restrictions existing under or by reason (2) and (3) of the foregoing paragraph (a) the Credit Facility as in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility do not apply to: (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c1) any instrument governing Indebtedness encumbrance or Capital Stock restriction pursuant to an agreement of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at or entered into on the Issue Date; (2) any encumbrance or restriction contained in the terms of any agreement pursuant to which such Indebtedness was issued 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) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such acquisition 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 (except y) the encumbrance or restriction is not materially more disadvantageous to the extent Holders of the Notes than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith); (3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was incurred acquired by the Company) and outstanding on such date; (4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in connection with clause (1), (2) or (3) of paragraph (a) above or this clause (4) or contained in contemplation any amendment to an agreement referred to in clause (1), (2) or (3) of such acquisitionparagraph (a) above or this clause (4); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (15) such any encumbrance or restriction is not applicable pursuant to any Personcustomary restrictions on, or customary conditions to the properties payment of dividends or assets other distributions on, equity interests owned by the Company or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of any Personsuch joint venture or enterprise, other than to the Acquired Person, and (2) extent encumbrances or restrictions apply solely to the consolidated net income of an Acquired Person for such joint venture or similar enterprise; (6) any period prior encumbrance or restriction pursuant to such acquisition shall not be taken into account customary restrictions contained in determining whether such acquisition was permitted by (i) agreements governing any Non-Recourse Indebtedness or Permitted Co-investments, or (ii) the terms of the Indenturerelevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower under any Non-Recourse Indebtedness or of any Co-investment Vehicle; (d7) any encumbrance or restriction contained in the terms of any agreement governing Indebtedness directly or indirectly secured by reason real property or other related assets that are customary for real property financing transactions, such as cash collateral accounts or impounds or reserves required for payment of taxes, insurance, security deposits, capital expenditures and repairs, interest and tenant improvements and leasing commissions; and (8) any encumbrance or restriction pursuant to applicable law; and (c) Only the provisions of clause (3) of the foregoing paragraph (a) do not apply to: (1) any such encumbrance or restriction consisting of customary non-assignment nonassignment provisions in leases governing leasehold interests or other licenses of intellectual property to the extent such provisions restrict the transfer of the lease or the property leased or licensed thereunder; (2) restrictions contained in security agreements entered into or mortgages securing Indebtedness of a Restricted Subsidiary to the ordinary course extent such restrictions restrict the transfer of business and consistent with past practices, the property subject to such security agreements or mortgages; (e3) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (f4) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and pending the closing of such sale or disposition otherwise is permitted under Section 4.17 belowdisposition; provided, further, however, that such restriction and (5) arising or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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 agreed to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practicenot relating to any Indebtedness, nor (b) Liens permitted under and that do not, individually or in the Indentureaggregate, shall in and of themselves be considered a restriction on detract from the ability value of the applicable property or assets of the Company or any Restricted Subsidiary in a manner material to transfer such agreements or assetsthe Company and its Restricted Subsidiaries, taken as the case may bea whole.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The preceding provisions shall not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture and identified in an annex to this Indenture, except for such encumbrances or restrictions existing under or by reason of (a) including, without limitation, this Indenture and the Amended Credit Facility as in effect on March 31, 1998, and such date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of an Acquired Person the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of the transaction) and outstanding on such acquisitiondate, provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in clauses (1i) or (ii) of this paragraph on the Issue Date or the date such restriction Restricted Subsidiary became a Restricted Subsidiary, whichever is not applicable applicable; (iv) in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to any Persona lease, license or similar contract, or the properties assignment or assets transfer of any Personsuch lease, license or other than contract; (b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Acquired Person, and (2) Company or a Restricted Subsidiary to the consolidated net income extent such encumbrances or restrictions restrict the transfer of an Acquired Person for any period prior the property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (da) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired, ; (fvi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, disposition; (vii) any provisions in joint venture agreements relating to joint ventures that such restriction or encumbrance shall be effective only for a period from the execution are not Restricted Subsidiaries and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained in the other similar 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business; (viii) encumbrances or restrictions (a) contained in indentures or other debt instruments or debt arrangements Incurred by any Subsidiary Guarantor in accordance with Section 3.2 that are not more materially restrictive, consistent with past practicetaken as a whole, nor than those applicable to the Company in either this Indenture or the Amended Credit Facility on the date of this Indenture (which may result in encumbrances or restrictions comparable to those applicable to the Company at a Restricted Subsidiary level) or (b) Liens permitted under with respect to Restricted Subsidiaries that are not Subsidiary Guarantors, that are Incurred subsequent to the Indenture, shall in and of themselves be considered a restriction on the ability Issue Date pursuant to clause (12) of the applicable second paragraph of Section 3.2 by Restricted Subsidiaries, provided that after giving effect to such incurrence of Indebtedness under clause (b) above, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in the first paragraph of Section 3.2; (ix) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary to transfer such agreements in the ordinary course of business; and (x) encumbrances or assetsrestrictions arising or existing by reason of applicable law or any applicable rule, as the case may beregulation or order.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, Subsidiary (the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and any subordination of any such Indebtedness or other obligations being deemed not to constitute such encumbrances or restrictions); (ii) make any loans or advances to the Company or any other Restricted Subsidiary (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 being deemed not to constitute such an encumbrance or restriction); or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Section 5.05(a) will not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, except for such encumbrances or restrictions existing under or by reason of (a) including, without limitation, this Indenture, the Notes, the Second Lien Term Loan Agreement, the supplemental indentures governing the Existing Notes and the New Notes and the First Lien Credit Facility as Agreements in effect on March 31such date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which the Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, 1998or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or in contemplation of the transaction or transactions) and outstanding on such date; provided that any amendmentssuch encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, restatementsreplacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 5.05(b)(i) or (ii) or this clause (iii) or contained in any amendment to an agreement referred to in Section 5.05(b)(i) or (ii) or this clause (iii), renewalsincluding successive refundings, replacements or refinancings thereofrefinancings; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive the encumbrances and restrictions with respect to such dividend and other payment restrictions than those Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Credit Facility (or, if more restrictive, Holders than those the encumbrances and restrictions contained in this Indenturesuch agreements referred to in Section 5.05(b)(i) immediately prior or (ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (iv) in the case of Section 5.05(a)(iii), any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such amendmentlease, restatementlicense or other contract; (B) contained in mortgages, renewalpledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, replacement pledges or refinancing, other security agreements; or (bC) applicable law, (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any instrument governing Indebtedness or Capital Stock reciprocal easement agreements of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition Subsidiary; (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that v) (1A) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business and (B) Capital Lease Obligations permitted under this Indenture, in each case, that only impose encumbrances or restrictions of the nature described in Section 5.05(a)(iii) on the property so acquired, ; (fvi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction disposition; (vii) customary encumbrances or encumbrance shall be effective only for a period from the execution and delivery of such restrictions imposed pursuant to any agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; provided, however, that the restrictions contained referred to in the definition of “Permitted Business Investment;” (viii) net worth provisions in leases and other 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and (ix) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements regulation or assets, as the case may beorder.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a any Restricted Subsidiary, ; (ii2) make any loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (iii3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture, except for such encumbrances or restrictions existing under or by reason of (a) including, without limitation, this Indenture and the Senior Credit Facility as Agreement in effect on March 31, 1998, and such date; (ii) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such amendmentRestricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, restatementor to provide all or any portion of the funds utilized to consummate, renewal, replacement the transaction or refinancing, (b) applicable law, (c) any instrument governing Indebtedness series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or Capital Stock of an Acquired Person was acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of the transaction) and outstanding on such acquisitiondate; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in clauses (1i)or (ii) of this paragraph on the Issue Date or the date such restriction Restricted Subsidiary became a Restricted Subsidiary, whichever is not applicable applicable; (iv) in the case of clause (3) of the first paragraph of this Section 3.6, any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to any Persona lease, license or similar contract, or the properties assignment or assets transfer of any Personsuch lease, license or other than contract; (b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Acquired Person, and (2) Company or a Restricted Subsidiary to the consolidated net income extent such encumbrances or restrictions restrict the transfer of an Acquired Person for any period prior the property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (dv) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.6 on the property so acquired, ; (fvi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such Restricted Subsidiary or assets, as applicable, and restriction) pending the closing of such sale or disposition otherwise is permitted under Section 4.17 belowdisposition; providedand (vii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, further, however, that such restriction regulation or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beorder.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit Brand Services or any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of Brand Services or any Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a Restricted SubsidiaryCompany, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets to the Company or any other Restricted SubsidiaryCompany, except for such encumbrances or restrictions existing under or by reason of except: (1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to an agreement (including the Credit Facility Agreement as in effect on March 31, 1998, the Issue Date and the Brand Indenture) in effect at or entered into on the Issue Date; (B) any amendments, restatements, renewals, replacements encumbrance or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive restriction with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately a Restricted Subsidiary pursuant to an agreement existing on or prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions date on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to which such Restricted Subsidiary or assets, was acquired by Brand Services (other than Indebtedness Incurred as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and deliveryconsideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Brand Services) and outstanding on such date; (gC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness permitted under the Indenture; provided, however, that the restrictions Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or 4.05(1)(B) or this Section 4.05(1)(C) or contained in the agreements governing such Refinancing Indebtedness are no more restrictive any amendment to an agreement referred to in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.Section 55

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective effective, any encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a any Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a any Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for for: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Subsidiary of, or was acquired by, the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of, or was acquired by, the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions existing under in such agreement relate solely to the property so acquired; (d) any encumbrance or by reason restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a), (b) the Credit Facility as or (c) or contained in effect on March 31, 1998, and any amendments, restatements, renewals, replacements or refinancings thereofamendment to any such agreement; provided, however, that any encumbrance and any restriction contained in any such amendmentsrefinancing agreement or amendment is no less favorable to the Securityholders than any encumbrance or restriction contained in such agreement; and (e) in the case of clause (iii), restatementsany encumbrance or restriction (1) that restricts in a customary manner the subletting, renewalsassignment or transfer of any property or asset that is a lease, replacements license, conveyance or refinancings are no more restrictive contract or similar property or asset, (2) arising by virtue of any transfer of, agreement to transfer, option or right with respect to such dividend and other payment restrictions than those contained in the Credit Facility (orto, if more restrictiveor Lien on, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement property or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock assets of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary not otherwise prohibited by this Indenture or (3) arising or agreed to 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practicesthat does not, (e) Purchase Money Indebtedness for property acquired individually or in the ordinary course aggregate, detract from the value of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company or a Restricted SubsidiaryCompany, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company, except (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture (including, without limitation, the Senior Credit Facility); (B) any encumbrance or restriction with respect to a Restricted Subsidiary (1) pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company, or of another Person that is assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from, or merger or consolidation with, such Person (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, or such acquisition of assets, merger or consolidation) and outstanding on the date of such acquisition, merger or consolidation or (2) pursuant to any agreement (not relating to any Indebtedness) in existence when a Person becomes a Subsidiary of the Company or when such agreement is acquired by the Company or any other Subsidiary thereof, that is not created in contemplation of such Person becoming such a Subsidiary or such acquisition (for purposes of this clause (B), if another Person is the Successor Company, any Subsidiary or agreement thereof shall be deemed acquired or assumed, as the case may be, by the Company when such Person becomes the Successor Company); (C) any encumbrance or restriction with respect to a Restricted SubsidiarySubsidiary pursuant to an agreement (a "Refinancing Agreement") effecting a refinancing of Indebtedness Incurred pursuant to, except for such encumbrances or restrictions existing under that otherwise extends, renews, refinances or by reason replaces, an agreement referred to in clause (A) or (B) of this covenant or this clause (aC) the Credit Facility as or contained in effect on March 31, 1998, and any amendments, restatements, renewals, replacements amendment to an agreement referred to in clause (A) or refinancings thereof(B) of this covenant or this clause (C) (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, renewals, replacements Refinancing Agreement or refinancings amendment are no more restrictive with respect less favorable to such dividend the Holders of the Notes taken as a whole than encumbrances and other payment restrictions than those contained in the Credit Facility Initial Agreement or Agreements to which such Refinancing Agreement or amendment relates; (orD) any encumbrance or restriction (1) that restricts in a customary manner the subletting, if more restrictiveassignment or transfer of any property or asset that is subject to a lease, than those contained in this Indenture) immediately prior to license or similar contract, or the assignment or transfer of any such amendmentlease, restatement, renewal, replacement license or refinancingother contract, (b2) applicable lawby virtue of any transfer of, (c) agreement to transfer, option or right with respect to, or Lien on, any instrument governing Indebtedness property or Capital Stock assets of an Acquired Person acquired by the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (3) contained in mortgages, pledges or other security agreements securing Indebtedness of its a Restricted Subsidiaries as in effect at the time of such acquisition (except Subsidiary to the extent such Indebtedness was incurred in connection with encumbrance or in contemplation restrictions restrict the transfer of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior property subject to such acquisition shall not be taken into account mortgages, pledges or other security agreements or (4) pursuant to customary provisions restricting dispositions of real property interests set forth in determining whether such acquisition was permitted by the terms any reciprocal easement agreements of the Indenture, Company or any Restricted Subsidiary; (dE) by reason any restriction with respect to a Restricted Subsidiary (or any of customary non-assignment provisions in leases its property or other agreements assets) imposed pursuant to an agreement entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, however, Subsidiary (or the property or assets that such restriction is only applicable are subject to such restriction) pending the closing of such sale or disposition; and (F) any encumbrance or restriction on the transfer of property or assets required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery any of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may betheir businesses.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiary: (a) to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its by the profits to of the Company or a such Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, Company, (iib) to make any loans or advances to the Company or to any other Restricted Subsidiary or or (iiic) to transfer any of its property or assets to the Company or to any other Restricted Subsidiary, except for such encumbrances any encumbrance or restrictions restriction existing under or by reason of of (ai) the Credit Bank Facility as in effect on March 31the Issue Date; (ii) the Notes, 1998, and any amendments, restatements, renewals, replacements this Indenture or refinancings thereof; provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility Guarantees; (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (ciii) any instrument governing Indebtedness Acquired Indebtedness, which encumbrance or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Acquired Person, and (2) Person or the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock properties or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or Person so acquired; (giv) Refinancing Indebtedness permitted under the IndentureIncurred pursuant to an agreement referred to in clause (i) (ii) or (iii); provided, however, that the encumbrances and restrictions contained in the agreements governing any such Refinancing Indebtedness refinancing agreement are no more restrictive in less favorable to the aggregate Noteholders than those encumbrances and restrictions contained in the such agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoing, neither refinanced; (av) customary nonassignment provisions restricting subletting or assignment of any lease entered into in leases governing leasehold interests to the ordinary course of business, consistent with past practice, nor (b) Liens permitted under extent such provisions restrict the Indenture, shall in and of themselves be considered a restriction on the ability transfer of the applicable lease or the property leased thereunder; (vi) security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or assets, as the case may be.mortgages; and

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly to create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits (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 Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed ability to the Company or a Restricted Subsidiary, make distributions on Capital Stock); (ii) make any 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 (iii) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary, except for Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (i) or (ii) of this Section 3.6(a)). (b) The restrictions in Section 3.6(a) shall not prohibit encumbrances or restrictions existing under or by reason of of: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Credit Facility as Issue Date, including, without limitation, this Indenture, the Notes and the Guarantees in effect on March 31such date; (ii) any encumbrance or restriction with respect to a Person or assets pursuant to an agreement in effect on or before the date on which such Person became a Restricted Subsidiary or was acquired by, 1998merged into or consolidated with the Company or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Company or in contemplation of the transaction) or such assets were acquired by the Company or any Restricted Subsidiary; provided, that any such encumbrance or restriction shall not extend to any Person or the assets or property of the Company or any other Restricted Subsidiary other than the Person and its Subsidiaries or the assets and property so acquired and that, in the case of Indebtedness, was permitted to be Incurred pursuant to this Indenture; (iii) any amendmentsencumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 3.6(b) or this clause (iii) or contained in any amendment, restatementsrestatement, renewalsmodification, replacements renewal, supplement, refunding, replacement or refinancings thereofRefinancing of an agreement referred to in clause (i) or (ii) of this Section 3.6(b) or this clause (iii); provided, however, that such amendments, restatements, renewals, replacements or refinancings are no more restrictive the encumbrances and restrictions with respect to such dividend Restricted Subsidiary contained in any such agreement are no less favorable (as determined in Good Faith by the Company) in any material respect, taken as a whole, to the Holders of the Notes than the encumbrances and restrictions contained in such agreements referred to in clause (i) or (ii) of this Section 3.6(b) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into or consolidated with a Restricted Subsidiary, whichever is applicable; (iv) in the case of Section 3.6(a)(iii), encumbrances or restrictions arising in connection with Liens permitted to be Incurred under the provisions of Section 3.5 hereof that apply only to the assets subject to such Liens; (v) purchase money obligations for property acquired and Capitalized Lease Obligations, in each case, that impose restrictions of the nature described in Section 3.6(a)(iii) on the property so acquired; (vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary; (vii) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies under contracts entered into in the ordinary course of business; (viii) any customary provisions in leases, subleases or licenses and other payment agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (ix) encumbrances or restrictions than those arising or existing by reason of applicable law or any applicable rule, regulation, order, permit or grant, including for the avoidance of doubt, any encumbrance or restriction on any Insurance Subsidiary by any governmental authority having the power to regulate such Insurance Subsidiary; (x) encumbrances or restrictions contained in or arising under indentures or debt instruments or other debt arrangements Incurred or Preferred Stock issued by the Credit Facility (or, if Company or any Restricted Subsidiary subsequent to the Issue Date pursuant to Section 3.3 hereof that are not more restrictive, taken as a whole (as determined in Good Faith by the Company), than those applicable to the Company in this Indenture on the Issue Date; (xi) encumbrances or restrictions contained in this Indentureor arising under indentures or other debt instruments or other debt arrangements Incurred or Preferred Stock issued by the Company or any Subsidiary subsequent to the Issue Date pursuant to Section 3.3 hereof or contained or arising in connection with any Reinsurance Agreement or Statutory Reserve Financing or agreement entered into by an Insurance Subsidiary or Special Purpose Subsidiary; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially adversely affect the Issuer’s ability to make anticipated principal or interest payments on the Notes or are otherwise customary for financings or arrangements of that type (in each case, as determined in Good Faith by the Company); (xii) immediately prior restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by which the Company or any of its Restricted Subsidiaries is a party and 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. (xiii) customary provisions in joint venture agreements and other similar agreements; (xiv) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; and (xv) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect at on the time of date that such acquisition (except to the extent such Indebtedness was incurred in connection with Person becomes a Restricted Subsidiary, which encumbrance or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired PersonPerson who became a Restricted Subsidiary or the property or assets of the Person who became a Restricted Subsidiary, and (2) was not entered into in contemplation of the consolidated net income designation of an Acquired such Subsidiary as a Restricted Subsidiary; provided that in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition becoming a Restricted Subsidiary was permitted by the terms of the this Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from 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 permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (i1) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company Issuer 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 Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (ii2) make any 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 (iii3) sell, lease or transfer any of its property or assets to the Company Issuer or any Restricted Subsidiary. The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date, including, without limitation, this Indenture, the Security Documents and the Intercreditor Agreement in effect on such date but excluding the Senior Secured Credit Agreement; (ii) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Issuer or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Issuer or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and property so acquired; (iii) encumbrances and restrictions contained in contracts 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, or from the ability of the Issuer and the Restricted Subsidiaries to realize the value of, property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and property so acquired; (v) with respect to any Foreign Subsidiary, except for any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (1) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (2) 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, as determined in good faith by the Board of Directors of the Issuer, whose determination shall be conclusive; (vi) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph or this clause (vi) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (i) through (v) or clause (xii) of this paragraph or this clause (vi); provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken as a whole are no less favorable in any material respect to the holders of the Notes than the encumbrances and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced; (vii) in the case of clause (3) of the first paragraph of this Section 4.13, any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (c) contained in Hedging Obligations permitted from time to time under this Indenture; (d) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary; (e) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (f) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 4.13 on the property so acquired; (ix) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (x) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (xi) encumbrances or restrictions arising or existing under or by reason of applicable law or any applicable rule, regulation or order; (axii) other Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.12; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Issuer taken as a whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in the Senior Secured Credit Facility Agreement and in this Indenture as in effect on March 31the Issue Date; (xiii) 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 4.12 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); (xiv) supermajority voting requirements existing under corporate charters, 1998bylaws, stockholders agreements and similar documents and agreements; (xv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xvi) the Senior Secured Credit Agreement as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supple- ments, refundings, replacements or refinancings thereof; provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Secured Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries Agreement 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, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (d) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may beIssue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or with respect to any other interest or participation inStock, or measured bypay any Debt or other obligation owed, its profits to the Company or a any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or pay any Indebtedness or other obligation owed liquidating distributions prior to the Company dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock), (iib) make any 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 Debt Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (iiic) sell, lease or transfer any of its property or assets Property to the Company or any other Restricted Subsidiary, except for Subsidiary (it being understood that such encumbrances or restrictions existing under or by reason transfers shall not include any type of transfer described in clause (a) the Credit Facility as or (b) above). The foregoing limitations will not apply to restrictions: (i) (a) in effect on March 31the Issue Date, 1998including, but not limited to the Existing Credit Agreement, the Existing Notes Indenture and the USD Indenture, and (b) under the New Credit Agreement; (ii) relating to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company; (iii) that result from any amendmentsamendment, restatementsrestatement, renewalsmodification, replacements renewal, supplement, extension, replacement or refinancings thereof; providedRefinancing of Debt Incurred pursuant to an agreement referred to in clause (i)or (ii) above, howeverin clause (vi), (vii) or (x) below or this clause (iii), provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those the restriction contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, modification, renewal, supplement, extension, replacement or refinancingRefinancing is not materially more restrictive (as determined in good faith by the Company’s Board of Directors), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (i), (bii), (vi), (vii) or (x) or this clause (iii), as applicable; (iv) resulting from the Incurrence of any Permitted Debt as defined in Section 4.04, provided that the restriction is no less favorable to the Holders of Notes in any material respect (as determined in good faith by the Company’s Board of Directors) than the restrictions of the same type contained in this Indenture; (v) existing by reason of applicable law, rule, regulation or order; (vi) with respect to clause (c) any instrument governing Indebtedness or Capital Stock above only, relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 4.04 and Section 4.06 that limit the right of an Acquired Person the debtor to dispose of the Property securing that Debt; (vii) encumbering Property at the time the Property was acquired by the Company or any of its Restricted Subsidiaries Subsidiary, so long as in effect at the time of such acquisition (except restriction relates solely to the extent such Indebtedness Property so acquired and was incurred not created in connection with or in contemplation of such acquisition); provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms anticipation of the Indenture, acquisition; (dviii) by reason of customary non-assignment provisions in leases or other agreements entered into the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17 below; provided, further, however, that such restriction or encumbrance shall be effective only for a period resulting from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under the Indenture; 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. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (ix) which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (x) existing pursuant to any Debt Incurred by a Foreign Subsidiary, consistent with past practicewhich restrictions are customary for a financing of such type, nor (b) Liens and which are otherwise permitted under the this Indenture, shall provided, however, that the Company’s Board of Directors determines in good faith that such restrictions are not reasonably likely to impair the Company’s ability to make principal and of themselves be considered a restriction interest payments on the ability Notes; or (xi) existing by reason of this Indenture, the Notes and the Note Guarantees; (xii) with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xiii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiv) in the case of the applicable provision described in clause (c) of the first paragraph of this covenant; 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 or assets of the Company or any Restricted Subsidiary thereof in any manner material to transfer such agreements the Company or assetsany Restricted Subsidiary thereof; (xv) contained in Hedging Obligations; and (xvi) constituting customary restrictions with respect to a Securitization Subsidiary, as pursuant to the case may beterms of a Permitted Receivables Financing.