Common use of Limitation on Certain Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, (b) make Investments in or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any such encumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower Neither the Borrowers nor any Restricted Subsidiary shall enter into or permit to exist any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or (other than any Foreign Subsidiary or Immaterial Subsidiaryb) of Borrower the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, and (b) make Investments in shall not apply to Contractual Obligations which exist under or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permittedby reason of: (i) any such encumbrances applicable law, rule, regulation or restrictions existing under or by reason of (x) applicable Law order (including requirements imposed by any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, ); (ii) restrictions on this Agreement, the transfer of Propertyother Loan Documents, any Pari Passu Hedge Agreement or the granting of Liens on Property, in each case, subject to Permitted Liens, any Pari Passu Cash Management Agreement; (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument permitted under this Agreement; (iv) customary restrictions on subletting provisions restricting subletting, transfer, license or assignment of any lease or sublease governing a any leasehold interest of the Borrowers or any Companyof their Restricted Subsidiaries or otherwise relating to the assets subject thereto; (v) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (ivor otherwise relating to the assets subject thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business; (vi) restrictions on the transfer of any Property, asset or Subsidiary or the granting payment of Liens dividends or other distributions or the making of loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary; (vii) restrictions on Property, the transfer of any asset subject to a contract with respect to an Asset Sale Lien permitted by Section 8.03; (viii) any agreement or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, instrument incurred or assumed in connection with, with a Permitted Acquisitions Acquisition or other Acquisitions permitted Investment, which encumbrance or restriction is not prohibited hereunder after applicable to any Person or the Closing Date and Permitted Refinancings thereofproperties or assets of any Person, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive other than the restrictive provisions in Person or the Indebtedness being refinanced and such restrictions are limited properties or assets of the Person acquired pursuant to the Persons respective Permitted Acquisition or assets being acquired permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any respective Permitted Unsecured Indebtedness and Permitted Refinancings thereof, Acquisition or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, Investment; (ix) customary restrictions in joint venture arrangements applicable to any Unrestricted Subsidiary or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and any Joint Venture (or the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, thereof); (x) customary non-assignment provisions negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other customary restrictions arising deposits or net worth imposed by customers under licenses, leases and other contracts agreements entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in Indebtedness used to financean agreement evidencing Indebtedness, or incurred for the purpose any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of financing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only taken as a whole) materially less favorable to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, Lenders; (xiii) restrictions contained binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination contemplation of such intercompany debt to any other obligations as determined by Borrower in good faith, Person becoming a Restricted Subsidiary of the Company; (xiv) from restrictions on (x) cash or other deposits constituting Permitted Encumbrances and after the Xxxx Las Vegas Reorganization, other Liens permitted by Section 8.03 or (y) xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xv) encumbrances or restrictions contained in the documentation governing MGM Master Leases and customary encumbrances or restrictions contained in other leases relating to the Xxxx Las Vegas Notes property subject to such lease; (xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and Permitted Refinancings thereof other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a Person other than on a pro rata basis; (so long as xvii) other restrictions or encumbrances that are, in the restrictions in any good faith judgment of the Borrowers, not materially more restrictive with respect to such Permitted Refinancingencumbrances and other restrictions, taken as a whole whole, than the corresponding restrictions or encumbrances hereunder; (xviii) transactions and agreements disclosed or referred to in the MGP XXXXX XX Transaction Agreements (including for the avoidance of doubt, the MGP XXXXX XX Master Lease) (in each case including any amendment, modification or extension, to the extent such amendment, modification or extension thereto, taken as determined by Borrower in good faitha whole, are no more restrictive is not adverse to the Lenders in any material respect than those in the Xxxx Las Vegas 2023 Notesrespect); and (xix) any transactions pursuant to Section 8.01(t), Section 8.03(m), Section 8.04(l), Section 8.04(q) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSection 8.04(t).

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or The Company shall not, and shall not permit any of its Restricted Subsidiaries shallto, directly or indirectly, create or enter into or otherwise cause or permit to exist or become effective any agreement with any Person that would cause any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (ai) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests its Capital Stock or any other interest or participation in in, or measured by, its profits profits, owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower the Company or any of its Restricted Subsidiaries, (bii) make Investments in pay or repay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iii) make loans or advances to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary or (dv) in guarantee any Indebtedness of the case Company or any other Restricted Subsidiary of any Guarantor, guarantee the Obligations hereunder orCompany except, in the case of any Credit Partyeach case, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xa) applicable Law law, (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (yb) the Credit DocumentsIndenture, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iiic) customary restrictions on subletting or assignment nonassignment provisions of any lease or sublease governing a leasehold interest of the Company or any Companyof its Restricted Subsidiaries, (ivd) restrictions on any instrument governing Indebtedness of a Person acquired by the transfer Company or any of its Restricted Subsidiaries at the time of such acquisition, which encumbrance or restriction is not applicable to any PropertyPerson, or the granting properties or assets of Liens on Propertyany Person, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreementthan the Person so acquired, (ve) restrictions contained agreements existing as of the issue date of the Notes, (f) the Company Credit Facility, (g) the Ply Gem Credit Facility, (h) the Broan Limited Credit Facility, (i) any other agreement pursuant to which any Restricted Subsidiary of the Company incurs Indebtedness in the existing accordance with Section 4.07 and (j) any agreement effecting a refinancing of Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereofissued pursuant to any agreement or instrument referred to in clause (d), provided(e), (f), (g), (h) or (i) above, PROVIDED that the restrictive provisions in terms and conditions of any such Permitted Refinancing, taken as a whole encumbrances and as determined by Borrower in good faith, restrictions are not materially more restrictive less favorable to the Holders than those under the restrictive provisions in agreement or instrument evidencing the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness . The foregoing shall not restrict the ability of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and Restricted Subsidiary of the Subsidiaries of such Persons and their assets, (vii) with respect Company to clauses (a), (b) and (c) above, restrictions contained in grant any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained otherwise permitted in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessIndenture.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or The Company shall not, and shall not permit any of its Restricted Subsidiaries shallto, directly or indirectly, create or enter into or otherwise cause or permit to exist or become effective any agreement with any Person that would cause any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (ai) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests its Capital Stock or any other interest or participation in in, or measured by, its profits profits, owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower the Company or any of its Restricted Subsidiaries, (bii) make Investments in pay or repay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iii) make loans or advances to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, or (dv) in guarantee any Indebtedness of the case Company or any other Restricted Subsidiary of any Guarantor, guarantee the Obligations hereunder orCompany except, in the case of any Credit Partyeach case, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xa) applicable Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a)law, (b) and this Indenture, (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests any lease governing a leasehold interest of the Persons party to such licenses and contractsCompany or any of its Restricted Subsidiaries, (xid) restrictions contained in any instrument governing Indebtedness of Foreign a Person acquired by the Company or any of its Restricted Subsidiaries incurred at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired, (e) agreements existing as of the date of this Indenture, (f) the Company Credit Facility, (g) the Ply Gem Credit Facility, (h) the Broan-NuTone Canada, Inc. Credit Facility, (i) any other agreement pursuant to which any Restricted Subsidiary of the Company incurs Indebtedness in accordance with Section 10.01 4.08 hereof and Permitted Refinancings thereof(j) any agreement effecting a refinancing of Indebtedness issued pursuant to any agreement or instrument referred to in clause (d), (e), (f), (g), (h) or (i) above; provided that the terms and conditions of any such encumbrances and restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as are not materially less favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect Holders than those in under the Xxxx Las Vegas 2023 Notes) and (xv) from and after agreement or instrument evidencing the Xxxx Las Vegas Reorganization, restrictions contained in Indebtedness being refinanced. The foregoing shall not restrict the Aircraft Note, provided, that such restrictions apply only ability of any Restricted Subsidiary of the Company to grant any Lien to the asset (or the Person owning such asset) being financed pursuant to such Indebtednessextent otherwise permitted in this Indenture.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower No --------------------------------------------------------- Obligor or any of its Restricted Subsidiaries Subsidiary shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual direct or indirect encumbrance or restriction on the ability of any Restricted such Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s 's Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make Investments in or to Borrower or any of its Restricted SubsidiariesSubsidiary, or (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured PartiesSubsidiary, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xi) applicable Law law, (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (yii) the Credit Documents, (iiiii) the Senior Subordinated Note Documents as in effect on the Closing Date, (iv) such restrictions on with respect to the transfer of Property, or the granting of Liens on Property, in each case, those assets subject to Permitted Liensa Lien permitted under Section 9.07, (iiiv) customary restrictions on provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest or license of Borrower or any CompanySubsidiary, (ivvi) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transferrestrictions described in clause (c) only, sale, conveyance or disposition restrictions in any agreement relating to any Disposition which is permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) Acquired Indebtedness; provided, however, that -------- ------- with respect regard to clauses this clause (avii), (b1) such restriction applies solely to the Person acquired or to a newly formed Wholly Owned Subsidiary with only de -- minimis assets formed expressly to make the acquisition in question and (cif such ------- Acquisition is of Equity Interests) above, restrictions contained the Person acquired does not merge at any time while such restriction is in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, effect with or into Borrower or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or Subsidiary of Borrower other than any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) such newly formed Wholly Owned Subsidiary and (c2) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as such Person acquired or such newly formed Subsidiary shall be a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessGuarantor.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower Neither the Borrowers nor any Restricted Subsidiary shall enter into or permit to exist any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or (other than any Foreign Subsidiary or Immaterial Subsidiaryb) of Borrower the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, and (b) make Investments in shall not apply to Contractual Obligations which exist under or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permittedby reason of: (i) any such encumbrances applicable law, rule, regulation or restrictions existing under or by reason of (x) applicable Law order (including requirements imposed by any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents), (ii) restrictions on this Agreement, the transfer of Propertyother Loan Documents, any Pari Passu Hedge Agreement or the granting of Liens on Property, in each case, subject to Permitted Liensany Pari Passu Cash Management Agreement, (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument permitted under this Agreement, (iv) customary restrictions on subletting provisions restricting subletting, transfer, license or assignment of any lease or sublease governing a any leasehold interest of the Borrowers or any Companyof their Restricted Subsidiaries or otherwise relating to the assets subject thereto, (ivv) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any Property, asset or Subsidiary or the granting payment of Liens dividends or other distributions or the making of loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary, (vii) restrictions on Property, the transfer of any asset subject to a contract with respect to an Asset Sale Lien permitted by Section 8.03; (viii) any agreement or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, instrument incurred or assumed in connection with, with a Permitted Acquisitions Acquisition or other Acquisitions permitted Investment, which encumbrance or restriction is not prohibited hereunder after applicable to any Person or the Closing Date and Permitted Refinancings thereofproperties or assets of any Person, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive other than the restrictive provisions in Person or the Indebtedness being refinanced and such restrictions are limited properties or assets of the Person acquired pursuant to the Persons respective Permitted Acquisition or assets being acquired permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any respective Permitted Unsecured Indebtedness and Permitted Refinancings thereof, Acquisition or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, Investment; (ix) customary restrictions in joint venture arrangements applicable to any Unrestricted Subsidiary or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and any Joint Venture (or the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, thereof); (x) customary non-assignment provisions negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other customary restrictions arising deposits or net worth imposed by customers under licenses, leases and other contracts agreements entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in Indebtedness used to financean agreement evidencing Indebtedness, or incurred for the purpose any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of financing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only taken as a whole) materially less favorable to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, Lenders; (xiii) restrictions contained binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination contemplation of such intercompany debt to any other obligations as determined by Borrower in good faith, Person becoming a Restricted Subsidiary of the Company; (xiv) from restrictions on (x) cash or other deposits constituting Permitted Encumbrances and after the Xxxx Las Vegas Reorganization, other Liens permitted by Section 8.03 or (y) xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xv) encumbrances or restrictions contained in the documentation governing MGP Master Lease, the Xxxx Las Vegas Notes Bellagio Lease, the MGP XXXXX XX Master Lease and Permitted Refinancings thereof any Similar Leases and customary encumbrances or restrictions contained in other leases relating to the property subject to such lease; (so long as xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a Person other than on a pro rata basis, (xvii) other restrictions or encumbrances that are, in any the good faith judgment of the Borrowers, not materially more restrictive with respect to such Permitted Refinancingencumbrances and other restrictions, taken as a whole whole, than the corresponding restrictions or encumbrances hereunder, (xviii) transactions and agreements disclosed or referred to in the MGP XXXXX XX Transaction Agreements (including for the avoidance of doubt, the MGP XXXXX XX Master Lease) (in each case including any amendment, modification or extension, to the extent such amendment, modification or extension thereto, taken as determined by Borrower in good faitha whole, are no more restrictive is not adverse to the Lenders in any material respect than those in the Xxxx Las Vegas 2023 Notesrespect); and (xix) any transactions pursuant to Section 8.01(t), Section 8.03(m), Section 8.04(l) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSection 8.04(q).

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries No Credit Party shall, directly or indirectly, create any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower Guarantor to (a) pay dividends or make any other distributions on such Restricted SubsidiaryGuarantor’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesCredit Party, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted SubsidiariesCredit Party, (b) make Investments in or to Borrower or any of its Restricted SubsidiariesCredit Party, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries Credit Party or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any such encumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any CompanyCredit Party, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, Incremental Equivalent Debt and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faithwhole, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Investments or Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, and (xiiixii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual direct or indirect encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s 's Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesCompany, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted SubsidiariesCompany, (b) make Investments in or to Borrower any Company, or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following Company. The foregoing shall be permitted: not prohibit (i) any such encumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulationslaw, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents or (z) the Senior Subordinated Notes Financing Documents as in effect on the Original Closing Date, the Additional Senior Subordinated Notes Documents, the Parent Refinanced Notes Documents, and any Permitted Refinancing of any thereof so long as such restriction in such Additional Senior Subordinated Notes Documents, the Parent Refinanced Notes Documents or such Permitted Refinancing is not more disadvantageous to the Creditors or Borrower than the Senior Subordinated Notes Financing Documents as in effect on the Original Closing Date, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, assets subject to Permitted Liensa Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, Property subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition Disposition permitted under this Agreement, Agreement and (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements agreements or management contracts; provided, that such restrictions are limited similar agreements relating to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessWholly Owned Subsidiaries.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual direct or indirect encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s 's Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesCompany, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted SubsidiariesCompany, (b) make Investments in or to Borrower any Company, or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following Company. The foregoing shall be permitted: not prohibit (i) any such encumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulationslaw, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents and any Permitted Refinancing of the Loans or (z) the Existing Parent Senior Notes Documents, the Subordinated Notes Documents and the Senior Notes Documents, in each case as in effect on the Closing Date, any Additional Notes Documents and any Permitted Refinancing of any Existing Parent Senior Notes, Subordinated Notes, Senior Notes or Additional Notes so long as such restrictions in such documents or such Permitted Refinancing are not materially less favorable to the Creditors or Borrower than (l) the 2003 Senior Notes (as in effect on the Closing Date, in the case of any senior Additional Notes or any Permitted Refinancing with respect thereto), (2) the Subordinated Notes (as in effect on the Closing Date, in the case of any subordinated or senior subordinated Additional Notes or any Permitted Refinancing with respect thereto) or (3) the Credit Documents (as in effect at the time of such Permitted Refinancing, in the case of any Permitted Refinancing of the Loans), (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, assets subject to Permitted Liensa Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, Property subject to a contract with respect to an Asset Sale Disposition or other transfer, sale, conveyance sale or disposition transfer of Property permitted under this Agreement, (v) customary restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinancedjoint venture agreements or similar agreements relating to non-Wholly Owned Subsidiaries, (vi) restrictions contained or encumbrances under or by reason of (A) contracts in Indebtedness effect on the Closing Date, (B) any agreement or other instrument of Persons a Person acquired pursuant toby any Company as in effect at the time of such acquisition (but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or assumed in connection withthe properties or assets of any Person, Permitted Acquisitions other than the Person, or the property or assets of the Person so acquired, (C) leases or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts agreements entered into in the ordinary course of business; providedbusiness and (vii) any amendments, that such restrictions are limited to the assets subject to such licensesmodifications, leases and contracts and the Equity Interests restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Persons party to such licenses and contracts, instruments or obligations referred to in clauses (xii) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; through (vi) above, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, taken as whole, are, in the good faith judgment of the Parent, not materially less favorable to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (Obligors and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures Lenders with respect to Development Projects and Permitted Refinancings thereof, provided, that such encumbrances or restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions than those contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancingcontracts, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (instruments or the Person owning such asset) being financed pursuant obligations prior to such Indebtednessamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or The Company shall not, and shall not permit any of its Restricted Subsidiaries shallto, directly or indirectly, create or enter into or otherwise cause or permit to exist or become effective any agreement with any 53 Person that would cause any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (ai) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests its Capital Stock or any other interest or participation in in, or measured by, its profits profits, owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower the Company or any of its Restricted Subsidiaries, (bii) make Investments in pay or repay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iii) make loans or advances to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary or (dv) in guarantee any Indebtedness of the case Company or any other Restricted Subsidiary of any Guarantor, guarantee the Obligations hereunder orCompany except, in the case of any Credit Partyeach case, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xa) applicable Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documentslaw, (iib) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liensthis Indenture, (iiic) customary restrictions on subletting or assignment nonassignment provisions of any lease or sublease governing a leasehold interest of the Company or any Companyof its Restricted Subsidiaries, (ivd) restrictions on any instrument governing Indebtedness of a Person acquired by the transfer Company or any of its Restricted Subsidiaries at the time of such acquisition, which encumbrance or restriction is not applicable to any PropertyPerson, or the granting properties or assets of Liens on Propertyany Person, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreementthan the Person so acquired, (ve) restrictions contained agreements existing as of the issue date of the Notes, (f) the Company Credit Facility, (g) the Ply Gem Credit Facility, (h) the Broan Limited Credit Facility, (i) any other agreement pursuant to which any Restricted Subsidiary of the Company incurs Indebtedness in the existing accordance with Section 4.07 and (j) any agreement effecting a refinancing of Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereofissued pursuant to any agreement or instrument referred to in clause (d), provided(e), (f), (g), (h) or (i) above, provided that the restrictive provisions in terms and conditions of any such Permitted Refinancing, taken as a whole encumbrances and as determined by Borrower in good faith, restrictions are not materially more restrictive less favorable to the Holders than those under the restrictive provisions in agreement or instrument evidencing the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness . The foregoing shall not restrict the ability of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and Restricted Subsidiary of the Subsidiaries of such Persons and their assets, (vii) with respect Company to clauses (a), (b) and (c) above, restrictions contained in grant any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained otherwise permitted in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessIndenture.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower Neither the Borrowers nor any Restricted Subsidiary shall enter into or permit to exist any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or (other than any Foreign Subsidiary or Immaterial Subsidiaryb) of Borrower the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, and (b) make Investments in shall not apply to Contractual Obligations which exist under or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permittedby reason of: (i) any such encumbrances applicable law, rule, regulation or restrictions existing under or by reason of (x) applicable Law order (including requirements imposed by any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents), (ii) restrictions on this Agreement, the transfer of Propertyother Loan Documents, any Pari Passu Hedge Agreement or the granting of Liens on Property, in each case, subject to Permitted Liensany Pari Passu Cash Management Agreement, (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument permitted under this Agreement, (iv) customary restrictions on subletting provisions restricting subletting, transfer, license or assignment of any lease or sublease governing a any leasehold interest of the Borrowers or any Companyof their Restricted Subsidiaries or otherwise relating to the assets subject thereto, (ivv) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any Property, asset or Subsidiary or the granting payment of Liens dividends or other distributions or the making of loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary, (vii) restrictions on Property, the transfer of any asset subject to a contract with respect to an Asset Sale Lien permitted by Section 8.03; (viii) any agreement or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, instrument incurred or assumed in connection with, with a Permitted Acquisitions Acquisition or other Acquisitions permitted Investment, which encumbrance or restriction is not prohibited hereunder after applicable to any Person or the Closing Date and Permitted Refinancings thereofproperties or assets of any Person, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive other than the restrictive provisions in Person or the Indebtedness being refinanced and such restrictions are limited properties or assets of the Person acquired pursuant to the Persons respective Permitted Acquisition or assets being acquired permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any respective Permitted Unsecured Indebtedness and Permitted Refinancings thereof, Acquisition or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, Investment; (ix) customary restrictions in joint venture arrangements applicable to any Unrestricted Subsidiary or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and any Joint Venture (or the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, thereof); (x) customary non-assignment provisions negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other customary restrictions arising deposits or net worth imposed by customers under licenses, leases and other contracts agreements entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in Indebtedness used to financean agreement evidencing Indebtedness, or incurred for the purpose any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of financing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only taken as a whole) materially less favorable to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, Lenders; (xiii) restrictions contained binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination contemplation of such intercompany debt to any other obligations as determined by Borrower in good faith, Person becoming a Restricted Subsidiary of the Company; (xiv) from restrictions on (x) cash or other deposits constituting Permitted Encumbrances and after the Xxxx Las Vegas Reorganization, other Liens permitted by Section 8.03 or (y) xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xv) encumbrances or restrictions contained in the documentation governing MGP Master Lease, the Xxxx Las Vegas Notes Bellagio Lease, the MGP XXXXX XX Master Lease and Permitted Refinancings thereof any Similar Leases and customary encumbrances or restrictions contained in other leases relating to the property subject to such lease; (so long as xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a Person other than on a pro rata basis, (xvii) other restrictions or encumbrances that are, in any the good faith judgment of the Borrowers, not materially more restrictive with respect to such Permitted Refinancingencumbrances and other restrictions, taken as a whole whole, than the corresponding restrictions or encumbrances hereunder, (xviii) transactions and agreements disclosed or referred to in the MGP XXXXX XX Transaction Agreements (including for the avoidance of doubt, the MGP XXXXX XX Master Lease) (in each case including any amendment, modification or extension, to the extent such amendment, modification or extension thereto, taken as determined by Borrower in good faitha whole, are no more restrictive is not adverse to the Lenders in any material respect than those in the Xxxx Las Vegas 2023 Notesrespect); and (xix) any transactions pursuant to Section 8.01(t), Section 8.03(m), Section 8.04(l) and, Section 8.04(q) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSection 8.04(t).

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower No Obligor or any of its Restricted Subsidiaries Subsidiary shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual direct or indirect encumbrance or restriction on the ability of any Restricted such Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make Investments in or to Borrower or any of its Restricted SubsidiariesSubsidiary, or (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured PartiesSubsidiary, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xi) applicable Law law, (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (yii) the Credit Documents, (iiiii) the Senior Subordinated Note Documents as in effect on the Closing Date, (iv) such restrictions on with respect to the transfer of Property, or the granting of Liens on Property, in each case, those assets subject to Permitted Liensa Lien permitted under Section 9.7, (iiiv) customary restrictions on provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest or license of Borrower or any CompanySubsidiary, (ivvi) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transferrestrictions described in clause (c) only, sale, conveyance or disposition restrictions in any agreement relating to any Disposition which is permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) Acquired Indebtedness; provided, however, that with respect regard to clauses this clause (avii), (b1) such restriction applies solely to the Person acquired or to a newly formed Wholly Owned Subsidiary with only de minimis assets formed expressly to make the acquisition in question and (cif such Acquisition is of Equity Interests) above, restrictions contained the Person acquired does not merge at any time while such restriction is in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, effect with or into Borrower or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or Subsidiary of Borrower other than any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) such newly formed Wholly Owned Subsidiary and (c2) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as such Person acquired or such newly formed Subsidiary shall be a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessGuarantor.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower No Obligor or any of its Restricted Subsidiaries Subsidiary shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual direct or indirect encumbrance or restriction on the ability of any Restricted such Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s 's Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted SubsidiariesSubsidiary, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted SubsidiariesSubsidiary, (b) make Investments in or to Borrower or any of its Restricted SubsidiariesSubsidiary, or (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured PartiesSubsidiary, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xi) applicable Law law, (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (yii) the Credit Documents, (iiiii) the Senior Subordinated Note Documents as in effect on the Amendment and Restatement Date, (iv) such restrictions on with respect to the transfer of Property, or the granting of Liens on Property, in each case, those assets subject to Permitted Liensa Lien permitted under Section 9.07, (iiiv) customary restrictions on provisions restricting subletting or assignment of any lease or sublease governing a leasehold interest or license of Borrower or any CompanySubsidiary, (ivvi) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transferrestrictions described in clause (c) only, sale, conveyance or disposition restrictions in any agreement relating to any Disposition which is permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contractsAcquired Indebtedness; provided, however, that with regard to this clause (vii), -------- ------- (1) such restrictions are limited restriction applies solely to the Person acquired or to a newly formed Wholly Owned Subsidiary with only de minimis assets formed expressly to make the -- ------- acquisition in question and (if such Acquisition is of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (xInterests) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning acquired does not merge at any time while such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained restriction is in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination effect with or into Borrower or any Subsidiary of such intercompany debt to any Borrower other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in than any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) newly formed Wholly Owned Subsidiary and (xv2) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (Person acquired or the Person owning such asset) being financed pursuant to such Indebtednessnewly formed Subsidiary shall be a Guarantor.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower Neither the Borrowers nor any Restricted Subsidiary shall enter into or permit to exist any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or (other than any Foreign Subsidiary or Immaterial Subsidiaryb) of Borrower the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, and (b) make Investments in shall not apply to Contractual Obligations which exist under or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permittedby reason of: (i) any such encumbrances applicable law, rule, regulation or restrictions existing under or by reason of (x) applicable Law order (including requirements imposed by any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents), (ii) restrictions on this Agreement, the transfer of Propertyother Loan Documents, any Pari Passu Hedge Agreement or the granting of Liens on Property, in each case, subject to Permitted Liensany Pari Passu Cash Management Agreement, (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument permitted under this Agreement, (iv) customary restrictions on subletting provisions restricting subletting, transfer, license or assignment of any lease or sublease governing a any leasehold interest of the Borrowers or any Companyof their Restricted Subsidiaries or otherwise relating to the assets subject thereto, (ivv) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any Property, asset or Subsidiary or the granting payment of Liens dividends or other distributions or the making of loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary, (vii) restrictions on Property, the transfer of any asset subject to a contract with respect to an Asset Sale Lien permitted by Section 8.03; (viii) any agreement or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, instrument incurred or assumed in connection with, with a Permitted Acquisitions Acquisition or other Acquisitions permitted Investment, which encumbrance or restriction is not prohibited hereunder after applicable to any Person or the Closing Date and Permitted Refinancings thereofproperties or assets of any Person, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive other than the restrictive provisions in Person or the Indebtedness being refinanced and such restrictions are limited properties or assets of the Person acquired pursuant to the Persons respective Permitted Acquisition or assets being acquired permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any respective Permitted Unsecured Indebtedness and Permitted Refinancings thereof, Acquisition or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, Investment; (ix) customary restrictions in joint venture arrangements applicable to any Unrestricted Subsidiary or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and any Joint Venture (or the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, thereof); (x) customary non-assignment provisions negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other customary restrictions arising deposits or net worth imposed by customers under licenses, leases and other contracts agreements entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in Indebtedness used to financean agreement evidencing Indebtedness, or incurred for the purpose any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of financing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only taken as a whole) materially less favorable to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, Lenders; (xiii) restrictions contained binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination contemplation of such intercompany debt to any other obligations as determined by Borrower in good faith, Person becoming a Restricted Subsidiary of the Company; (xiv) from restrictions on (x) cash or other deposits constituting Permitted Encumbrances and after the Xxxx Las Vegas Reorganization, other Liens permitted by Section 8.03 or (y) xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xv) encumbrances or restrictions contained in the documentation governing MGP Master Lease, the Xxxx Las Vegas Notes Bellagio Lease, the MGP XXXXX XX Master Lease and Permitted Refinancings thereof any Similar Leases and customary encumbrances or restrictions contained in other leases relating to the property subject to such lease; (so long as xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a Person other than on a pro rata basis, (xvii) other restrictions or encumbrances that are, in any the good faith judgment of the Borrowers, not materially more restrictive with respect to such Permitted Refinancingencumbrances and other restrictions, taken as a whole whole, than the corresponding restrictions or encumbrances hereunder, (xviii) transactions and agreements disclosed or referred to in the MGP XXXXX XX Transaction Agreements (including for the avoidance of doubt, the MGP XXXXX XX Master Lease) (in each case including any amendment, modification or extension, to the extent such amendment, modification or extension thereto, taken as determined by Borrower in good faitha whole, are no more restrictive is not adverse to the Lenders in any material respect than those in the Xxxx Las Vegas 2023 Notesrespect); and (xix) any transactions pursuant to Section 8.01(t), Section 8.03(m), Section 8.04(l), Section 8.04(q) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSection 8.04(t).

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower Neither the Borrowers nor any Restricted Subsidiary shall enter into or permit to exist any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or (other than any Foreign Subsidiary or Immaterial Subsidiaryb) of Borrower the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, and (b) make Investments in shall not apply to Contractual Obligations which exist under or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permittedby reason of: (i) any such encumbrances applicable law, rule, regulation or restrictions existing under or by reason of (x) applicable Law order (including requirements imposed by any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents), (ii) restrictions on this Agreement, the transfer of Propertyother Loan Documents, any Pari Passu Hedge Agreement or the granting of Liens on Property, in each case, subject to Permitted Liensany Pari Passu Cash Management Agreement, (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument permitted under this Agreement, (iv) customary restrictions on subletting provisions restricting subletting, transfer, license or assignment of any lease or sublease governing a any leasehold interest of the Borrowers or any Companyof their Restricted Subsidiaries or otherwise relating to the assets subject thereto, (ivv) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any Property, asset or Subsidiary or the granting payment of Liens dividends or other distributions or the making of loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary, (vii) restrictions on Property, the transfer of any asset subject to a contract with respect to an Asset Sale Lien permitted by Section 8.03; (viii) any agreement or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, instrument incurred or assumed in connection with, with a Permitted Acquisitions Acquisition or other Acquisitions permitted Investment, which encumbrance or restriction is not prohibited hereunder after applicable to any Person or the Closing Date and Permitted Refinancings thereofproperties or assets of any Person, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive other than the restrictive provisions in Person or the Indebtedness being refinanced and such restrictions are limited properties or assets of the Person acquired pursuant to the Persons respective Permitted Acquisition or assets being acquired permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any respective Permitted Unsecured Indebtedness and Permitted Refinancings thereof, Acquisition or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, Investment; (ix) customary restrictions in joint venture arrangements applicable to any Unrestricted Subsidiary or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and any Joint Venture (or the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, thereof); (x) customary non-assignment provisions negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other customary restrictions arising deposits or net worth imposed by customers under licenses, leases and other contracts agreements entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in Indebtedness used to financean agreement evidencing Indebtedness, or incurred for the purpose any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of financing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such assettaken as a whole) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as materially less favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.Lenders;

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or The Company shall not, and shall not permit any of its Restricted Subsidiaries shallto, directly or indirectly, create or enter into or otherwise cause or permit to exist or become effective any agreement with any Person that would cause any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (ai) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests its Capital Stock or any other interest or participation in in, or measured by, its profits profits, owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower the Company or any of its Restricted Subsidiaries, (bii) make Investments in pay or repay any Indebtedness owed to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iii) make loans or advances to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary, (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries which owns Equity Interests in such Restricted Subsidiary or (dv) in guarantee any Indebtedness of the case Company or any other Restricted Subsidiary of any Guarantor, guarantee the Obligations hereunder orCompany except, in the case of any Credit Partyeach case, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any for such encumbrances or restrictions existing under or by reason of (xa) applicable Law law, (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (yb) the Credit DocumentsIndenture, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iiic) customary restrictions on subletting or assignment nonassignment provisions of any lease or sublease governing a leasehold interest of the Company or any Companyof its Restricted Subsidiaries, (ivd) restrictions on any instrument governing Indebtedness of a Person acquired by the transfer Company or any of its Restricted Subsidiaries at the time of such acquisition, which encumbrance or restriction is not applicable to any PropertyPerson, or the granting properties or assets of Liens on Propertyany Person, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreementthan the Person so acquired, (ve) restrictions contained agreements existing as of the issue date of the Notes, (f) the Company Credit Facility, (g) the Broan Limited Credit Facility, (h) any other agreement pursuant to which any Restricted Subsidiary of the Company incurs Indebtedness in the existing accordance with Section 4.07 and (i) any agreement effecting a refinancing of Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereofissued pursuant to any agreement or instrument referred to in clause (d), provided(e), (f), (g) or (h) above, provided that the restrictive provisions in terms and conditions of any such Permitted Refinancing, taken as a whole encumbrances and as determined by Borrower in good faith, restrictions are not materially more restrictive less favorable to the Holders than those under the restrictive provisions in agreement or instrument evidencing the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness . The foregoing shall not restrict the ability of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and Restricted Subsidiary of the Subsidiaries of such Persons and their assets, (vii) with respect Company to clauses (a), (b) and (c) above, restrictions contained in grant any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained otherwise permitted in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessIndenture.

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, (b) make Investments in or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any such encumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix) customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customary non-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictions contained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the documentation governing the Xxxx Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the Xxxx Las Vegas 2023 Notes) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.leases

Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower Neither the Borrowers nor any Restricted Subsidiary shall enter into or permit to exist any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on Contractual Obligation that limits the ability (a) of any Restricted Subsidiary to make Restricted Payments to the Company, or (other than any Foreign Subsidiary or Immaterial Subsidiaryb) of Borrower the Borrowers or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that the foregoing clauses (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, and (b) make Investments in shall not apply to Contractual Obligations which exist under or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permittedby reason of: (i) any such encumbrances applicable law, rule, regulation or restrictions existing under or by reason of (x) applicable Law order (including requirements imposed by any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents), (ii) restrictions on this Agreement, the transfer of Propertyother Loan Documents, any Pari Passu Hedge Agreement or the granting of Liens on Property, in each case, subject to Permitted Liensany Pari Passu Cash Management Agreement, (iii) any documents governing any Permitted Refinancings and any agreement effecting a refinancing, replacement or substitution, extension, renewal or restructuring of Indebtedness issued, assumed or incurred pursuant to an agreement or instrument permitted under this Agreement, (iv) customary restrictions on subletting provisions restricting subletting, transfer, license or assignment of any lease or sublease governing a any leasehold interest of the Borrowers or any Companyof their Restricted Subsidiaries or otherwise relating to the assets subject thereto, (ivv) customary provisions restricting transfer, license or assignment of any licensing agreement or other contract (or otherwise relating to the assets subject thereto) entered into by the Borrowers or any of their Restricted Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any Property, asset or Subsidiary or the granting payment of Liens dividends or other distributions or the making of loans or advances by that Subsidiary pending the close of the sale of such asset or Subsidiary, (vii) restrictions on Property, the transfer of any asset subject to a contract with respect to an Asset Sale Lien permitted by Section 8.03; (viii) any agreement or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, instrument incurred or assumed in connection with, with a Permitted Acquisitions Acquisition or other Acquisitions permitted Investment, which encumbrance or restriction is not prohibited hereunder after applicable to any Person or the Closing Date and Permitted Refinancings thereofproperties or assets of any Person, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive other than the restrictive provisions in Person or the Indebtedness being refinanced and such restrictions are limited properties or assets of the Person acquired pursuant to the Persons respective Permitted Acquisition or assets being acquired permitted Investment and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses (a), (b) and (c) above, restrictions contained in any respective Permitted Unsecured Indebtedness and Permitted Refinancings thereof, Acquisition or any Permitted Second Lien Indebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, Investment; (ix) customary restrictions in joint venture arrangements applicable to any Unrestricted Subsidiary or management contracts; provided, that such restrictions are limited to the assets of such joint ventures and any Joint Venture (or the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, thereof); (x) customary non-assignment provisions negative pledges and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 8.04; (xi) encumbrances or restrictions on cash or other customary restrictions arising deposits or net worth imposed by customers under licenses, leases and other contracts agreements entered into in the ordinary course of business; provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to such licenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancings thereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii) restrictions contained Contractual Obligations which (x) exist on the Closing Date and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in Indebtedness used to financean agreement evidencing Indebtedness, or incurred for the purpose any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of financing such Indebtedness so long as such modification, replacement, renewal, extension or refinancing is not (including Development Financing), Expansion Capital Expenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof, provided, that such restrictions apply only taken as a whole) materially less favorable to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, Lenders; (xiii) restrictions contained binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated to the Obligations on terms at least as favorable to the Lenders as the subordination contemplation of such intercompany debt to any other obligations as determined by Borrower in good faith, Person becoming a Restricted Subsidiary of the Company; (xiv) from restrictions on (x) cash or other deposits constituting Permitted Encumbrances and after the Xxxx Las Vegas Reorganization, other Liens permitted by Section 8.03 or (y) xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder; (xv) encumbrances or restrictions contained in the documentation governing MGP Master Lease, the Xxxx Las Vegas Notes Bellagio Lease, the MGP XXXXX XX Master Lease, the CityCenter Master Lease and Permitted Refinancings thereof any Similar Leases and customary encumbrances or restrictions contained in other leases relating to the property subject to such lease; (so long as xvi) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person or provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a Person other than on a pro rata basis, (xvii) other restrictions or encumbrances that are, in any the good faith judgment of the Borrowers, not materially more restrictive with respect to such Permitted Refinancingencumbrances and other restrictions, taken as a whole whole, than the corresponding restrictions or encumbrances hereunder, (xviii) transactions and agreements disclosed or referred to in the MGP XXXXX XX Transaction Agreements (including for the avoidance of doubt, the MGP XXXXX XX Master Lease) (in each case including any amendment, modification or extension, to the extent such amendment, modification or extension thereto, taken as determined by Borrower in good faitha whole, are no more restrictive is not adverse to the Lenders in any material respect than those in the Xxxx Las Vegas 2023 Notesrespect); and (xix) any transactions pursuant to Section 8.01(t), Section 8.03(m), Section 8.04(l), Section 8.04(q) and (xv) from and after the Xxxx Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such IndebtednessSection 8.04(t).