Common use of Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, not and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume create or suffer otherwise cause to exist become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends in cash or make any other distributions distribution on its capital stock to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesRestricted Subsidiary, (b) restrictions imposed by applicable lawpay any indebtedness owed to the Company or any other Restricted Subsidiary, (c) existing restrictions under Indebtedness outstanding on the Issue Datemake loans, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, assetadvances, or business acquired by capital contributions to the Company or any other Restricted Subsidiary, or (d) transfer any of its Subsidiariesproperties or assets to the Company or another Restricted Subsidiary, which restrictions except in each case instance (i) as set forth in the instrument evidencing or the agreement governing Acquired Indebtedness of any acquired Person which becomes a Restricted Subsidiary, provided, that any restriction or encumbrance under such instrument or agreement existed at the time of acquisition, were was not put in place in connection with or in anticipation of such acquisition acquisition, and are is not applicable to any personPerson, other than the person Person or property or assets of the Person so acquired; (ii) customary provisions of any lease or license of the Company or any Restricted Subsidiary relating to the property covered thereby and entered into in the ordinary course of business; (iii) any encumbrance or restriction arising under applicable law; (iv) any encumbrance or restriction arising under this Indenture, the Credit Facility, or to any property, asset other indebtedness or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of agreements existing on the Issue Date, ; (fv) any restrictions with respect solely to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which that has been entered into for the sale or disposition of all the stock, business, assets or substantially all of the Equity Interests or assets properties of such Restricted Subsidiary; (vi) any encumbrance or restriction arising under the terms of purchase money obligations, provided such restrictions apply solely but only to the Equity Interests extent such purchase money obligations restrict or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to prohibit the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness so acquired; (vii) any encumbrance or Mortgage Indebtedness, as applicable and restriction arising under customary non-assignment provisions in installment purchase contracts; (hviii) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) any encumbrance or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable any Restricted Subsidiary to transfer any of its property acquired after the date of this Indenture to the Company or any other Restricted Subsidiary that is required by a lender to, or purchaser of any indebtedness of, such Restricted Subsidiary in connection with a financing of the acquisition of such property (including with respect to the purchase of asset portfolios and pursuant to the underwriting or origination of mortgage loans) by such Restricted Subsidiary; and (ix) any encumbrance or restriction pursuant to any agreement that extends, refinances, renews or assetsreplaces any agreement described in the foregoing clauses (i) through (viii); and except with respect to clause (d) only, as restrictions in the case may beform of Liens which are not prohibited under Section 1010 and which contain customary limitations on the transfer of collateral.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf ofto, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions Date or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions restrictions, in each case case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than to the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (ed) any such restriction or requirement imposed by Indebtedness incurred of the Company and its Subsidiaries under the Credit Revolver Agreement pursuant (including any Indebtedness issued to Section 4.11 refinance, refund or replace such Indebtedness in whole or in part, including any extended maturity or increase in the amount thereof); provided that such restriction or requirement is no more restrictive than that imposed by the Credit Revolver Agreement in effect as of the Issue Date, (fe) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, ; provided that such restrictions apply solely to the Equity Interests Capital Stock or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (hf) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), clause (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding , (g) any such restriction or requirement imposed by non-recourse or limited-recourse Indebtedness of "special purpose" Subsidiary of the foregoing, neither (a) customary provisions restricting subletting Company which was or assignment is incurred solely in connection with the securitization of any lease entered into Customer Receivables in the ordinary course of business, business consistent with industry practice, nor past practice and (bh) Liens any Lien permitted under by the terms provisions of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Other than the Loan Documents and the Guarantors shall notIndenture Documents, and shall not permit any of their Subsidiaries to, directly no Loan Party or indirectly, create, assume Subsidiary thereof is party to or suffer to exist otherwise bound by any consensual encumbrance or consensual restriction of any kind on the ability of any Subsidiary of the Company any Loan Party (i) to pay dividends or to make any other distributions to or distribution on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or shares of Stock of such Subsidiary owned by any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company Loan Party or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with (ii) to pay or in anticipation of such acquisition and are not applicable prepay or to subordinate any Indebtedness owed to any personLoan Party or any of its Subsidiaries, other than the person acquired, (iii) to make loans or advances to any property, asset Loan Party or business, other than the property, assets and business so acquired, any of its Subsidiaries or (eiv) to transfer any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests its property or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Loan Party or assets than those that would have been covered any of its Subsidiaries except for such encumbrances or restrictions existing under or by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither reason of (aA) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (B) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (C) any Permitted Lien or any document or instrument governing or evidencing any Permitted Lien, so long as any such restriction relates only to the property subject to such Permitted Lien; (D) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 6.4 pending the consummation of such sale; (E) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents or other Governing Documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (F) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (G) any instrument governing Permitted Indebtedness assumed in connection with any Permitted Acquisition, consistent which encumbrance or restriction is not applicable to any Person, or the property of any Person, other than the Person or the property of the Person so acquired; (H) in the case of any joint venture that is not a Loan Party in respect of any matters referred to in clauses (iii) and (iv) above, restrictions in such Person’s Governing Documents or pursuant to any joint venture agreement or equityholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity; (I) negative pledges and restrictions on Liens in favor of any holder of Permitted Indebtedness, but solely to the extent any negative pledge expressly permits Liens for the benefit of Agent with industry practicerespect to the Obligations on a senior basis without the requirement that such holders of such Permitted Indebtedness be secured by such Liens on an equal and ratable, nor or junior, basis; (bJ) Liens permitted under the terms of this Indenture on assets securing Senior Debt, any document or instrument governing or evidencing Permitted Purchase Money Indebtedness, so long as any such restriction contained therein relates only to the transfer of the asset or Mortgage Indebtedness incurred assets acquired, constructed, installed or improved with the proceeds of such Permitted Purchase Money Indebtedness, and (K) in accordance with Section 4.11 shall in and of themselves be considered a restriction addition to the foregoing clauses (A) through (J), any agreements that exist on the ability date hereof and are set forth on Schedule 4.19, and to the extent such agreements evidence or govern Permitted Indebtedness, any agreements governing any Refinancing Indebtedness in respect thereof, so long as the agreements governing such Refinancing Indebtedness do not expand the scope of the applicable Subsidiary to transfer such agreement encumbrance or assets, as the case may berestriction.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Other than the Loan Documents and the Guarantors shall notIndenture Documents, and shall not permit enter into any of their Subsidiaries agreement or document providing for or otherwise become subject to, directly or indirectly, create, assume or suffer to exist any consensual encumbrance or consensual restriction of any kind on the ability of any Subsidiary of the Company any Loan Party (i) to pay dividends or to make any other distributions to or distribution on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or shares of Stock of such Subsidiary owned by any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company Loan Party or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with (ii) to pay or in anticipation of such acquisition and are not applicable prepay or to subordinate any Indebtedness owed to any personLoan Party or any of its Subsidiaries, other than the person acquired, (iii) to make loans or advances to any property, asset Loan Party or business, other than the property, assets and business so acquired, any of its Subsidiaries or (eiv) to transfer any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests its property or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Loan Party or assets than those that would have been covered any of its Subsidiaries except for such encumbrances or restrictions existing under or by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither reason of (aA) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (B) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (C) any Permitted Lien or any document or instrument governing or evidencing any Permitted Lien, so long as any such restriction relates only to the property subject to such Permitted Lien; (D) customary restrictions and conditions contained in any agreement relating to the disposition of any property permitted under Section 6.4 pending the consummation of such sale; (E) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, limited liability company organizational governance documents or other Governing Documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (F) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (G) any instrument governing Permitted Indebtedness assumed in connection with any Permitted Acquisition, consistent which encumbrance or restriction is not applicable to any Person, or the property of any Person, other than the Person or the property of the Person so acquired; (H) in the case of any joint venture that is not a Loan Party in respect of any matters referred to in clauses (iii) and (iv) above, restrictions in such Person’s Governing Documents or pursuant to any joint venture agreement or equityholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity; (I) negative pledges and restrictions on Liens in favor of any holder of Permitted Indebtedness, but solely to the extent any negative pledge expressly permits Liens for the benefit of Agent with industry practicerespect to the Obligations on a senior basis without the requirement that such holders of such Permitted Indebtedness be secured by such Liens on an equal and ratable, nor or junior, basis; (bJ) Liens permitted under the terms of this Indenture on assets securing Senior Debt, any document or instrument governing or evidencing Permitted Purchase Money Indebtedness, so long as any such restriction contained therein relates only to the transfer of the asset or Mortgage Indebtedness incurred assets acquired, constructed, installed or improved with the proceeds of such Permitted Purchase Money Indebtedness, and (K) in accordance with Section 4.11 shall in and of themselves be considered a restriction addition to the foregoing clauses (A) through (J), any agreements that exist on the ability date hereof and are set forth on Schedule 4.19, and to the extent such agreements evidence or govern Permitted Indebtedness, any agreements governing any Refinancing Indebtedness in respect thereof, so long as the agreements governing such Refinancing Indebtedness do not expand the scope of the applicable Subsidiary to transfer such agreement encumbrance or assets, as the case may berestriction.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Subsidiary Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Subsidiary Guarantors) ranking senior or PARI PASSU pari passu with the Securities or the guaranteesGuarantees, as applicable, provided such restrictions are no not materially more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 in accordance with this Indenture, provided such restriction or requirement is no not materially more restrictive than that imposed by the CIT Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.11 4.11, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c), (d), (e) or (dg) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.4.12

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends dividends, in cash or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf ofotherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary of the Company, (c) make loans or advances to or on behalf of, the Company or any other Restricted Subsidiary of the Company, (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary of the Company (other than any customary restriction on transfers of property subject to a Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which could not materially adversely affect the Company's ability to satisfy its obligations hereunder), or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except (a) for such encumbrances or restrictions imposed by the Securities or this Indenture existing under or by other indebtedness reason of the Company (which may also be guaranteed by the Guarantorsi) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (cii) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business other instrument of a person acquired by the Company or any Restricted Subsidiary of its Subsidiaries, which restrictions the Company in each case existed existence at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, other than or the person acquired, properties or to assets of any property, asset or businessPerson, other than the propertyperson, or the property or assets and business of the Person, so acquired, (eiii) any encumbrance or restriction in any agreement existing on the Issue Date to the extent and in the manner such encumbrance or restriction is in effect on the Issue Date and (iv) any encumbrance or requirement imposed by Indebtedness incurred restriction pursuant to any agreement that extends, refinances, renews or replaces any agreement described in clause (ii) above, which is not materially more restrictive or less favorable to the Holders of Securities than those existing under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Dateagreement being extended, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiaryrefinanced, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may berenewed.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall Borrower will not, and shall will not permit any of their Subsidiaries Subsidiary to, directly create or indirectly, create, assume otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Subsidiary owned by the Borrower or any other Subsidiary, (b) make payments in respect of any Debt owed to the Borrower or on behalf ofany other Subsidiary of the Borrower, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or (c) make or pay loans or advances to the Borrower or any other Subsidiary of the Borrower or (d) transfer any of its Property to the Borrower or any other Subsidiary, other than those encumbrances and restrictions created or existing (i) on behalf ofthe date of this Agreement, (ii) pursuant to this Agreement, the Company CDH Guarantee or either Borrower Indenture, (iii) in connection with the Incurrence of any Debt permitted under clauses (iii) and (vii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions are required in order to effect such financing and are not materially more restrictive, taken as a whole, on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in substantially Non-Recourse financing, (iv) in connection with the execution and delivery of an electric power or thermal energy purchase contract to which such Subsidiary is the supplying party or other contracts with customers, suppliers and contractors to which such Subsidiary is a party and where such Subsidiary is engaged, directly or indirectly, in the development, construction, acquisition or operation of a Power Generation Facility; provided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, taken as a whole, on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable transactions, (v) in connection with any Debt of a Person outstanding when such Person becomes a Subsidiary permitted under clause (ix) of subsection 7.3(b); provided that such encumbrance or restriction was not Incurred in contemplation of such Subsidiary becoming a Subsidiary, (vi) in connection with the Incurrence of any Debt permitted under clause (iv), (v), (vi) or (to the extent not covered by (iii) above) (iii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions taken as a whole are not materially more restrictive on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than those, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable financing transactions of the same nature as the Debt being Incurred, (vii) customary non-assignment provisions in leases or other contracts entered into in the ordinary course of business of the Borrower or any Subsidiary of the Company, except and (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (eviii) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, provided such restrictions any Subsidiary or Joint Venture that apply solely to pending the Equity Interests or assets closing of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness sale or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may bedisposition.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other xxxx- dard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall Borrower will not, and shall will not permit any of their Subsidiaries Subsidiary to, directly create or indirectly, create, assume otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Subsidiary owned by the Borrower or any other Subsidiary, (b) make payments in respect of any Debt owed to the Borrower or on behalf ofany other Subsidiary of the Borrower, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or (c) make or pay loans or advances to the Borrower or any other Subsidiary of the Borrower or (d) transfer any of its Property to the Borrower or any other Subsidiary, other than those encumbrances and restrictions created or existing (i) on behalf ofthe date of this Agreement, (ii) pursuant to this Agreement, the Company CDH Guarantee or the Borrower Indenture, (iii) in connection with the Incurrence of any Debt permitted under clauses (iii) and (vii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions are required in order to effect such financing and are not materially more restrictive, taken as a whole, on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in substantially Non-Recourse financing, (iv) in connection with the execution and delivery of an electric power or thermal energy purchase contract to which such Subsidiary is the supplying party or other contracts with customers, suppliers and contractors to which such Subsidiary is a party and where such Subsidiary is engaged, directly or indirectly, in the development, construction, acquisition or operation of a Power Generation Facility; provided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, taken as a whole, on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable transactions, (v) in connection with any Debt of a Person outstanding when such Person becomes a Subsidiary permitted under clause (ix) of subsection 7.3(b); provided that such encumbrance or restriction was not Incurred in contemplation of such Subsidiary becoming a Subsidiary, (vi) in connection with the Incurrence of any Debt permitted under clause (iv), (v), (vi), (viii) or (to the extent not covered by (iii) above) (iii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions taken as a whole are not materially more restrictive on the ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than those, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable financing transactions of the same nature as the Debt being Incurred, (vii) customary non-assignment provisions in leases or other contracts entered into in the ordinary course of business of the Borrower or any Subsidiary of the Company, except and (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (eviii) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, provided such restrictions any Subsidiary or Joint Venture that apply solely to pending the Equity Interests or assets closing of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness sale or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may bedisposition.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities Notes or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU pari passu with the Securities or Notes (and the guarantees, as applicable), provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesNotes, (b) restrictions imposed by applicable law, (c) existing restrictions under the Existing Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreementand Permitted Non-Recourse Vessel Indebtedness, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 4.11, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided further such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to clause (a) of the second paragraph of Section 4.11 4.11, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets other than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Debt or Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall will not, and shall will not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create, assume create or suffer otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (a) to pay dividends or make any other distributions on its Capital Stock to the Company or on behalf of, a Restricted Subsidiary or to pay any obligation Indebtedness owed to the Company or on behalf ofany Restricted Subsidiary, or otherwise (b) to transfer assets or property to or on behalf of, or make or pay any loans or advances to or on behalf of, the Company or any Restricted Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on to transfer any of its property or assets to the Company or any Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to an agreement in effect at the Issue Date, including Date and listed on Schedule 10.12 attached hereto; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such Subsidiary prior to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business date on which such Subsidiary was acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place (other than an agreement entered into in connection with with, or in anticipation of, the transaction or series of related transactions pursuant to which such acquisition Subsidiary became a Subsidiary or was acquired by the Company) and are not applicable outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any personother agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section or this clause (iii); provided, other however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the person acquiredagreements referred to in clause (i) or (ii) of this Section, or to any property, asset or business, other than as the property, assets and business so acquired, case may be; (eiv) any such encumbrance or restriction or requirement imposed by Indebtedness incurred under consisting of customary non-assignment provisions in leases governing leasehold interests to the Credit Agreement pursuant to Section 4.11 provided extent such restriction or requirement is no more restrictive than that imposed by provisions restrict the Credit Agreement as transfer of the Issue Datelease or 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 otherwise permissible under this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (fvi) restrictions with respect solely to the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock to the Company, any Permitted Warehouse Indebtedness Limitation; and (vii) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to a binding an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to Restricted Subsidiary pending the Equity Interests or assets closing of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness sale or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may bedisposition.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, to create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility or other then-existing credit facilities of the Company as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 5.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall Borrower will not, and shall will not permit any of their Subsidiaries Subsidiary to, directly create or indirectly, create, assume otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Subsidiary owned by the Borrower or any other Subsidiary, (b) make payments in respect of any Debt owed to the Borrower or on behalf ofany other Subsidiary of the Borrower, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or (c) make or pay loans or advances to or on behalf of, the Company Borrower or any other Subsidiary of the CompanyBorrower or (d) transfer any of its Property to the Borrower or any other Subsidiary, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture encumbrances and the Securities, restrictions created or existing (bi) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit date of this Agreement, (dii) restrictions under any Acquired Indebtedness not incurred in violation of pursuant to this Indenture Agreement, the CDH Guarantee or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquiredeither Borrower Indenture, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (hiii) in connection with and pursuant to the Incurrence of any Debt permitted Refinancings, replacements of restrictions imposed pursuant to under clauses (a), iii) and (c) or (dvii) of this paragraph subsection 7.3(b) hereof; provided that such encumbrances or restrictions are required in order to effect such financing and are not materially more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoingrestrictive, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of businesstaken as a whole, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in substantially Non-Recourse financing, (iv) in connection with the execution and delivery of an electric power or thermal energy purchase contract to which such agreement Subsidiary is the supplying party or assetsother contracts with customers, suppliers and contractors to which such Subsidiary is a party and where such Subsidiary is engaged, directly or indirectly, in the development, construction, acquisition or operation of a Power Generation Facility; provided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, taken as a whole, on the case may be.ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable transactions, (v) in connection with any

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf ofto, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions Date 57 66 or under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions restrictions, in each case case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any personPerson, other than to the person Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (ed) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to paragraph (c) of Section 4.11 hereof, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement in effect as of the Issue Date, (fe) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests Capital Stock or assets of such Subsidiary which are being sold sold, (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (hf) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), clause (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (ag) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor practice and (bh) Liens any Lien permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with by Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be4.13 hereof.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on behalf ofits Capital Stock or (2) with respect to any other interest or participation in, or to measured by, its profits, or (b) pay any obligation Indebtedness owed to the Company or on behalf ofany of its Subsidiaries, or otherwise to transfer assets or property to or on behalf of, or (ii) make or pay loans or advances to or on behalf of, of the Company or any Subsidiary of its Subsidiaries or (iii) transfer any of its properties or assets to or on behalf of the CompanyCompany or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) restrictions imposed by Existing Indebtedness as in effect on the Securities or date of this Indenture, (b) this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) any indenture or similar instrument governing Indebtedness ranking senior or PARI PASSU on a parity with the Securities or the guaranteesSecurities, as applicable, provided PROVIDED that such restrictions are no more restrictive than those imposed by contained in this Indenture and the SecuritiesIndenture, (bc) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired instrument governing Indebtedness not incurred in violation or Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company or any of its Subsidiaries, which restrictions Subsidiaries as in each case existed effect at the time of acquisition, were not put in place such acquisition or merger (except to the extent incurred in connection with or in anticipation contemplation of such acquisition and are or merger or in violation of Section 4.11, which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any Person, other than the person acquiredPerson, or to any propertythe property or assets of the Person, asset so acquired or business, other than the property, assets and business so acquiredmerged, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained customary non-assignment provisions in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases entered into in the ordinary course of business, consistent with industry practice(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above solely on the property so acquired, nor (bg) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Permitted Refinancing Indebtedness, or Mortgage PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness incurred in accordance with Section 4.11 shall are no more restrictive than those contained in and do not apply to any other assets or person than was covered by the agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement, the U.K. Credit Agreements and future Foreign Company credit agreements, including related documentation as the same is in effect on July 8, 1997 and as amended or replaced from time to time (and Senior Debt under other credit agreements with lender banks or other financial institutions that are no more restrictive than the Credit Agreement), PROVIDED that no such future Foreign Company credit agreement and no such amendment or replacement is more restrictive as to the matters enumerated above than the Credit Agreement, the U.K. Credit Agreements (in the case of themselves be considered a restriction amendments or replacements thereof) and related documentation as in effect on July 8, 1997. Nothing contained in this Section 4.12 shall prevent the Company or any Subsidiary of the Company from creating, incurring, assuming or suffering to exist any Permitted Liens or entering into agreements in connection therewith that impose restrictions on the ability transfer or disposition of the applicable Subsidiary property or assets subject to transfer such agreement or assets, as the case may bePermitted Liens.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall Borrower will not, and shall will not permit any of their Subsidiaries Subsidiary to, directly create or indirectly, create, assume otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Subsidiary owned by the Borrower or any other Subsidiary, (b) make payments in respect of any Debt owed to the Borrower or on behalf ofany other Subsidiary of the Borrower, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or (c) make or pay loans or advances to or on behalf of, the Company Borrower or any other Subsidiary of the CompanyBorrower or (d) transfer any of its Property to the Borrower or any other Subsidiary, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture encumbrances and the Securities, restrictions created or existing (bi) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit date of this Agreement, (dii) restrictions under any Acquired Indebtedness not incurred in violation of pursuant to this Indenture Agreement, the CDH Guarantee or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquiredeither Borrower Indenture, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (hiii) in connection with and pursuant to the Incurrence of any Debt permitted Refinancings, replacements of restrictions imposed pursuant to under clauses (a), iii) and (c) or (dvii) of this paragraph subsection 7.3(b) hereof; provided that such encumbrances or restrictions are required in order to effect such financing and are not materially more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoingrestrictive, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of businesstaken as a whole, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in substantially Non-Recourse financing, (iv) in connection with the execution and delivery of an electric power or thermal energy purchase contract to which such agreement Subsidiary is the supplying party or assetsother contracts with customers, suppliers and contractors to which such Subsidiary is a party and where such Subsidiary is engaged, directly or indirectly, in the development, construction, acquisition or operation of a Power Generation Facility; provided that such encumbrances or restrictions are required in order to effect such contracts and are not materially more restrictive, taken as a whole, on the case may be.ability of the applicable Subsidiary to make the payments, distributions, loans, advances or transfers referred to in clauses (a) through (d) above than encumbrances and restrictions, taken as a whole, customarily accepted (or, in the absence of any industry custom, reasonably acceptable) in comparable transactions, (v) in connection with any Debt of a Person outstanding when such Person becomes a Subsidiary permitted under clause (ix) of subsection 7.3(b); provided that such encumbrance or restriction was not Incurred in contemplation of such Subsidiary becoming a Subsidiary, (vi) in connection with the Incurrence of any Debt permitted under clause (iv), (v), (vi) or (to the extent not covered by (iii) above) (iii) of subsection 7.3(b) hereof; provided that such encumbrances or restrictions taken as a whole are not materially more restrictive on the ability of the applicable Subsidiary to make the

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors Borrowers shall not, and shall not permit any of their Subsidiaries to, directly create or indirectlyotherwise cause, createincur, assume assume, suffer or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary Subsidiaries of the Company Borrowers (i) to pay dividends or to make any other distributions to or distribution on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any shares of Capital Stock of such Subsidiary of the Company, except (a) restrictions imposed owned by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Securities, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company Borrowers or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place (ii) to subordinate (other than in connection with the Senior Subordinated Note Documents or the Convertible Debentures) or to pay or prepay any Indebtedness owed to the Borrowers or any of its Subsidiaries, (iii) to make loans or advances to the Borrowers or any of its Subsidiaries or (iv) to transfer any of its property or assets to the Borrowers or any of its Subsidiaries, or permit any of its Subsidiaries to do any of the foregoing; provided, however, that nothing in any of clauses (i) through (iv) of this Section 9.09 shall prohibit or restrict: (A) this Agreement and the other Loan Documents; (B) any applicable law, rule or regulation (including restrictions under the Bankruptcy Code, and the rules promulgated thereunder or in anticipation of such acquisition and are not applicable to any person, other than order entered in the person acquired, or to any property, asset or business, other than the property, assets and business so acquiredChapter 11 Cases), (eC) applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in certain circumstances); (D) in the case of clause (iv) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) setting forth customary restrictions on the subletting, assignment or transfer contained of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (E) in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the case of clause (iv) any holder of a Permitted Lien from restricting on customary terms the transfer of the any property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) assets subject thereto; or (dF) of this paragraph that are not more restrictive than those being replaced the Drawbridge Credit Agreement and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Debt, Purchase Money Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may berelated documents.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly, create, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on behalf ofits Capital Stock or (2) with respect to any other interest or participation in, or to measured by, its profits, or (b) pay any obligation Indebtedness owed to the Company or on behalf ofany of its Subsidiaries, or otherwise to transfer assets or property to or on behalf of, or (ii) make or pay loans or advances to or on behalf of, of the Company or any Subsidiary of its Subsidiaries or (iii) transfer any of its properties or assets to or on behalf of the CompanyCompany or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) restrictions imposed by Existing Indebtedness as in effect on the Securities or date of this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by this Indenture, (c) applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired instrument governing Indebtedness not incurred in violation or Capital Stock of this Indenture or any agreement relating to any property, asset, or business a Person acquired by the Company or any of its Subsidiaries, which restrictions Subsidiaries as in each case existed effect at the time of acquisition, were not put in place such acquisition (except to the extent incurred in connection with or in anticipation contemplation of such acquisition and are or in violation of Section 4.11, which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any Person, other than the person acquiredPerson, or to any propertythe property or assets of the Person, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.11 provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold (g) restrictions on transfer contained customary non-assignment provisions in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease leases entered into in the ordinary course of business, consistent with industry practice(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above solely on the property so acquired, nor (bg) Liens permitted under Permitted Refinancing Indebtedness, PROVIDED that the terms restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in and do not apply to any other assets or person than was covered by the agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement, the U.K. Credit Agreements and future Foreign Company credit agreements, including related documentation as the same is in effect on the date of this Indenture on assets securing Senior Debtand as amended or replaced from time to time, Purchase Money IndebtednessPROVIDED that no such future Foreign Company credit agreement and no such amendment or replacement is more restrictive as to the matters enumerated above than the Credit Agreement, the U.K. Credit Agreements (in the case of amendments or Mortgage Indebtedness incurred replacements thereof) and related documentation as in accordance with Section 4.11 shall in and of themselves be considered a restriction effect on the ability date of this Indenture. Nothing contained in this Section 4.12 shall prevent the Company or any Subsidiary of the applicable Subsidiary Company from creating, incurring, assuming or suffering to exist any Permitted Liens or entering into agreements in connection therewith that impose restrictions on the transfer or disposition of the property or assets subject to such agreement or assets, as the case may bePermitted Liens.

Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company and the Guarantors nor any of its Wholly Owned Subsidiaries shall not, and shall not permit any of their Subsidiaries that are Wholly Owned Subsidiaries to, directly or indirectly, create, assume or suffer to exist any consensual restriction on the ability of any such Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Wholly Owned Subsidiary of the Company, except (a) restrictions imposed by the Securities or this Indenture or by other indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or PARI PASSU with the Securities or the guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the SecuritiesIndenture, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, including pursuant to the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under paragraph (f) under the Credit Agreement pursuant to Section 4.11 definition of Permitted Indebtedness, provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement Facility as of the Issue Date, (f) restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold sold, and (g) restrictions on transfer contained in Purchase Money Indebtedness or Mortgage Indebtedness incurred pursuant to Section 4.11 provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness or Mortgage Indebtedness, as applicable and (h) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, or other standard non-assignment clauses in contracts entered into in the ordinary course of business, (b) Capital Leases or agreements governing purchase money Indebtedness which contain restrictions of the type referred to above with respect to the property covered thereby, nor (bc) Liens permitted under the terms of this Indenture hereof on assets securing Senior Debt, Purchase Money Debt incurred pursuant to the Leverage Ratio in Section 4.11 or permitted pursuant to the definition of Permitted Indebtedness, or Mortgage Indebtedness incurred in accordance with Section 4.11 shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.