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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Capital StockEquity Interests, (ii) pay any Indebtedness owed to the Company or any other Subsidiarya Restricted Subsidiary of the Company, (iii) make any Investment in the Company or any other a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue DateDate or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary non-assignment in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or subletting provisions of any leaseGuarantor’s ability to make principal and interest payments on the Securities, license or other contractas determined in good faith by the Company; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), ) and (c), (d) or (e), or in this clause (fd); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, refinanced or replaced or modifiedare not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, or any other interest or participation in or measured by its profits, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make any Investment in the Company or any other Subsidiary Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for; except: (a) any encumbrance or restriction pursuant to any an agreement in effect on the initial Issue Date (including without limitation the Credit Agreement in effect on the initial Issue Date); (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the initial Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license contained in an agreement that has been entered into for the sale or other contractdisposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under or by reason of applicable law or any requirement of any regulatory body; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (f) covenants in franchise agreements with Manufacturers customary for franchise agreements in the automobile retailing industry; (g) any encumbrance or restriction contained in any Purchase Money Obligations for property to the extent such restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or restrictions in security agreements securing Indebtedness (other than Subordinated Indebtedness) of a Guarantor (including any Inventory Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 1011) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid; (i) covenants in Inventory Facilities customary for inventory and floor plan financing in the automobile retailing industry; (j) any encumbrance related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance was not entered into in contemplation of the acquisition, merger or consolidation transaction; (k) customary non-assignment provisions contained in any lease governing a leasehold interest or any supply, license or other agreement entered into in the ordinary course of business of the Company or any of its Restricted Subsidiaries; (l) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 1011 herein that limit the right of the debtor to dispose of the assets subject to such Liens; (m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (n) restrictions contained in any lease of any Subsidiary other indenture or any security agreement instrument governing debt or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementpreferred securities that are not materially more restrictive, mortgage or leasetaken as a whole, than those contained in this Indenture; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fo) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), j) and (dp) or (e), or in this clause (fo); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinancedrefinanced or replaced; (p) restrictions related solely to Foreign Subsidiaries and created in connection with Indebtedness of such Foreign Subsidiaries incurred pursuant to clauses (xii), replaced (xiv) and (xx) of paragraph (b) of Section 1008 herein; and (q) encumbrances or modifiedrestrictions that are pursuant to any agreements or arrangements in effect on the date that Sytner Group plc and its subsidiaries are acquired by the Company or its Restricted Subsidiaries or in connection with any transaction which Sytner Group plc has agreed to enter into as of such date, which restrictions are customary for transactions of similar type, and any amendment, modification or replacement of any agreement, arrangement or transaction described above that are not materially more restrictive than those contained in such agreements or arrangements.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Capital StockEquity Interests to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in loans or advances to the Company or any other Subsidiary or thereof, (ivd) transfer any of its properties or assets to the Company or any Subsidiary thereof (other Subsidiarythan customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Senior Notes), except for: or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to contemplated by agreements evidencing any agreement Senior Indebtedness or Permitted Secured Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date; (b) any encumbrance Date or restriction, which exist with respect to a Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Subsidiary of the Company and (but not incurred created in connection with, with or in contemplation of, of such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions Subsidiary of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to Company and which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired) and any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same, (b)provided, (c)however, (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive not materially less favorable in any material respect the aggregate to the holders of the Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced or replaced (iv) customary non-assignment provisions in any contract or licensing agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary, (v) any restrictions existing under or contemplated by agreements evidencing any Purchase Money Obligations that impose restrictions on the ability of any of the Company or its Subsidiaries to transfer the property so amendedacquired to the Company or its Subsidiaries, substituted(vi) any restrictions existing under or contemplated by agreements evidencing any Refinancing Indebtedness, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedproviding that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in whole than those contained in the agreements governing the Indebtedness being refinanced and (vii) any matter provided for in the Plan of Reorganization.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any other SubsidiarySubsidiary of the Company, except (a) restrictions imposed by the Securities or the Indenture, (iiib) make restrictions imposed by applicable law, (c) restrictions under any Investment Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets to the Company or any other Subsidiaryand business so acquired, except for: (ad) any encumbrance such restriction or restriction pursuant to any agreement in effect on the Issue Date; requirement imposed by Indebtedness incurred under paragraph (bf) any encumbrance or restrictionof Section 4.10, (e) restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company and not Equity Interests or of any assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary, (f) restrictions on transfer contained in Purchase Money Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; pursuant to paragraph (c) of Section 4.10, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, and (g) in connection with and pursuant to permitted Refinancing Indebtedness, replacements of restrictions imposed pursuant to clause (a) or (f) of this Section 4.11 that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary non-provisions restricting subletting or assignment or subletting provisions of any lease, license or other contract; (d) any restriction lease entered into in the ordinary course of business contained business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture shall in any lease and of any themselves be considered a restriction on the ability of the applicable Subsidiary or any security to transfer such agreement or mortgage securing Indebtedness of any Subsidiary to assets, as the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) (a) pay dividends or make any other distribution distributions to the Company or any of its Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits or (iib) pay any Indebtedness owed to the Company or any other Subsidiaryof its Subsidiaries, (iiiii) make any Investment in loans or advances to the Company or any other Subsidiary or of its Subsidiaries, (iviii) transfer any of its properties or assets to the Company or any other Subsidiaryof its Subsidiaries, (iv) grant any Liens in favor of the Holders of the Notes or (v) guarantee the Notes or any renewals or refinancings thereof, except for: for such encumbrances or restrictions existing under or by reason of (aA) Existing Indebtedness, (B) the Senior Credit Facility, (C) applicable law, (D) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction pursuant is not applicable to any agreement in effect on Person, or the Issue Date; (b) properties of any encumbrance Person, other than the Person, or restriction, with respect to a Subsidiary that is not a Subsidiary the property of the Company on Person, so acquired, provided that in the Issue Date, in existence at the time such Person becomes a Subsidiary case of the Company and not incurred in connection with, or in contemplation ofIndebtedness, such Person becoming a Subsidiary; Indebtedness was permitted by the terms of this Note to be Incurred, (cE) customary non-assignment or subletting provisions of any leasein leases, license licenses, sales agreements or other contract; contracts (dbut excluding contracts related to the extension of credit) any restriction entered into in the ordinary course of business contained in any lease and consistent with past practices, (F) restrictions imposed pursuant to a binding agreement for the sale or disposition of all or substantially all of the Equity Interests or assets of any Subsidiary of the Company, provided such restrictions apply solely to the Equity Interests or any security agreement assets being sold, (G) restrictions imposed by Permitted Liens on the transfer of the assets that are subject to such Liens, (H) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or mortgage securing Indebtedness of any Subsidiary the type described in clause (D) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, as a whole, than those contained in the agreements governing the Indebtedness being refinanced, and (I) the terms of Purchase Money Indebtedness, but only to the extent such restriction Purchase Money Indebtedness encumbers or restricts the transfer of property subject to acquired with such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedPurchase Money Indebtedness.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The With respect to any series of Securities, the Company will not, and will not permit any of its Subsidiaries Material Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Material Subsidiary to (ia) pay dividends or make any other distribution on its Capital Stock, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in loans or advances to the Company or any other Subsidiary or (ivd) transfer any of its properties property or assets to the Company or any other Subsidiary, except for: (ai) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of or created on the Company and date it becomes a Subsidiary so long as such encumbrance or restriction was not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; (cii) customary non-assignment any encumbrance or subletting provisions restriction with respect to a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of any lease, license or other contractassets and the financing thereof; (diii) any encumbrance or restriction arising under or by reason of applicable law; (iv) any restriction entered into in on the ordinary course ability of business contained in any lease of any a Subsidiary to transfer an asset or any security agreement or mortgage securing Indebtedness of any Subsidiary property to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement arises pursuant to which Permitted Subsidiary Indebtedness is incurreda security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (fv) any encumbrance or restriction existing under pursuant to any agreement that amends, substitutes, restructures, supplements, creates a Permitted Lien or extends, renewsrefinances, refinances renews or replaces or otherwise modifies any agreement containing any of the agreements containing the encumbrances or restrictions described in the foregoing clauses (ai), (bii) and (iv), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of such series of Securities than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced renewed or modifiedreplaced. The Incurrence of Indebtedness shall not be considered the creation, existence or effectiveness of a consensual encumbrance or restriction merely because the obligation to repay such Indebtedness may limit such Subsidiary’s cash flow available to make any of the payments described in clauses (a) through (d) above.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Material Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Material Subsidiary to (ia) pay dividends or make any other distribution on its Capital Stock, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in loans or advances to the Company or any other Subsidiary or (ivd) transfer any of its properties property or assets to the Company or any other Subsidiary, except for: (ai) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate hereof, in existence at the time such Person becomes a Subsidiary of the Company and or created on the date it becomes a Subsidiary so long as such encumbrance or restriction was not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; (cii) customary non-assignment any encumbrance or subletting provisions restriction with respect to a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of any lease, license or other contractassets and the financing thereof; (diii) any encumbrance or restriction arising under or by reason of applicable law; (iv) any restriction entered into in on the ordinary course ability of business contained in any lease of any a Subsidiary to transfer an asset or any security agreement or mortgage securing Indebtedness of any Subsidiary property to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement arises pursuant to which Permitted Subsidiary Indebtedness is incurreda security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (fv) any encumbrance or restriction existing under pursuant to any agreement that amends, substitutes, restructures, supplements, creates a Permitted Lien or extends, renewsrefinances, refinances renews or replaces or otherwise modifies any agreement containing any of the agreements containing the encumbrances or restrictions described in the foregoing clauses (ai), (bii) and (iv), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Senior Notes than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced renewed or modifiedreplaced. The Incurrence of Indebtedness shall not be considered the creation, existence or effectiveness of a consensual encumbrance or restriction merely because the obligation to repay such Indebtedness may limit such Subsidiary’s cash flow available to make any of the payments described in clauses (a) through (d) above.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company TLGI will not, and will not permit any of its Restricted Subsidiaries (including, without limitation, LGII) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of TLGI to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company TLGI or any other SubsidiaryRestricted Subsidiary of TLGI, (iiic) make loans or advances to, or any Investment in the Company in, TLGI or any other Restricted Subsidiary or of TLGI, (ivd) transfer any of its properties or assets to the Company TLGI or any other SubsidiaryRestricted Subsidiary of TLGI or (e) guarantee any Indebtedness of TLGI or any other Restricted Subsidiary of TLGI, except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of TLGI or any Restricted Subsidiary of TLGI, (iii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect TLGI's ability to satisfy its obligations under the provisions of this Indenture and the Securities, (iv) any agreement or other instrument of a person acquired by TLGI or any Restricted Subsidiary of TLGI (or a Restricted Subsidiary of such person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction pursuant is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, (v) provisions contained in any agreement or instrument relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument and (vi) encumbrances and restrictions under Indebtedness in effect on the Issue Date; Date (bincluding under the Securities) any encumbrance and encumbrances and restrictions in permitted refinancings or restriction, with respect replacements thereof which are no less favorable to a Subsidiary that is not a Subsidiary the holders of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business Securities than those contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Alderwoods will not, and will not permit any of its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in the Company in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of either such Person, or (iv) any successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Seven-Year Notes, (iv) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by Alderwoods or any agreement in effect on the Issue Date; Restricted Subsidiary (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Company and not incurred in connection withPerson, or in contemplation ofso acquired, such Person becoming a Subsidiary; (cv) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing instrument relating to Indebtedness of any Subsidiary to the extent such restriction restricts that prohibit the transfer of property subject all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, or (vi) encumbrances and restrictions under Indebtedness in effect on the Measurement Date (including under the Exit Facility, the Two-Year Notes, the Five-Year Notes and the Unsecured Convertible Subordinated Notes) and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to such security agreement, mortgage or lease; (e) any restriction the holders of the Seven-Year Notes than those contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Material Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Material Subsidiary to (ia) pay dividends or make any other distribution on its Capital Stock, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in loans or advances to the Company or any other Subsidiary or (ivd) transfer any of its properties property or assets to the Company or any other Subsidiary, except for: (ai) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate hereof, in existence at the time such Person becomes a Subsidiary of the Company and or created on the date it becomes a Subsidiary so long as such encumbrance or restriction was not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; (cii) customary non-assignment any encumbrance or subletting provisions restriction with respect to a Subsidiary that had no assets immediately prior to the time the encumbrance or restriction was created and which encumbrance or restriction was created in connection with such Subsidiary’s acquisition of any lease, license or other contractassets and the financing thereof; (diii) any encumbrance or restriction arising under or by reason of applicable law; (iv) any restriction entered into in on the ordinary course ability of business contained in any lease of any a Subsidiary to transfer an asset or any security agreement or mortgage securing Indebtedness of any Subsidiary property to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement arises pursuant to which Permitted Subsidiary Indebtedness is incurreda security interest or mortgage entered into in connection with the financing of the acquisition of such asset or property; and (fv) any encumbrance or restriction existing under pursuant to any agreement that amends, substitutes, restructures, supplements, extends, renewsrefinances, refinances renews or replaces or otherwise modifies any agreement containing any of the agreements containing the encumbrances or restrictions described in the foregoing clauses (ai), (bii) and (iv), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Senior Notes than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced renewed or modifiedreplaced. The Incurrence of Indebtedness shall not be considered the creation, existence or effectiveness of a consensual encumbrance or restriction merely because the obligation to repay such Indebtedness may limit such Subsidiary’s cash flow available to make any of the payments described in clauses (a) through (d) above.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Datedate hereof and listed on Schedule II hereto; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate hereof, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; and (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (ed), or in this clause (fe); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Alderwoods will not, and will not permit any of its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in the Company in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of either such Person, or (iv) any successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Two-Year Notes, (iv) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by Alderwoods or any agreement in effect on the Issue Date; Restricted Subsidiary (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Company and not incurred in connection withPerson, or in contemplation ofso acquired, such Person becoming a Subsidiary; (cv) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing instrument relating to Indebtedness of any Subsidiary to the extent such restriction restricts that prohibit the transfer of property subject all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, and (vi) encumbrances and restrictions under Indebtedness in effect on the Measurement Date (including under the Exit Facility, the Seven-Year Notes, the Five-Year Notes and the Unsecured Convertible Subordinated Notes) or encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to such security agreement, mortgage or lease; (e) any restriction the holders of the Two-Year Notes than those contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Capital StockEquity Interests to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in loans or advances to the Company or any other Subsidiary or thereof, (ivd) transfer any of its properties or assets to the Company or any Subsidiary thereof (other Subsidiarythan customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company's ability to satisfy its obligations under the Senior Notes), except for: or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to contemplated by agreements evidencing any agreement Senior Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date; (b) any encumbrance Date or restriction, which exist with respect to a Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Subsidiary of the Company and (but not incurred created in connection with, with or in contemplation of, of such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions Subsidiary of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to Company and which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired) and any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same; provided, (b)however, (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive not materially less favorable in any material respect the aggregate to the holders of the Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced or replaced, (iv) customary non-assignment provisions in any contract or licensing agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary, (v) any restrictions existing under or contemplated by agreements evidencing any Purchase Money Indebtedness that impose restrictions on the ability of any of the Company or its Subsidiaries to transfer the property so amendedacquired to the Company or its Subsidiaries, substituted(vi) any restrictions existing under or contemplated by agreements evidencing any Refinancing Indebtedness, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedproviding that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in whole than those contained in the agreements governing the Indebtedness being refinanced and (vii) the restrictions on Subsidiary dividends and payments described on Schedule 4.14 to this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Alderwoods will not, and will not permit any of its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in the Company in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of either such Person, or (iv) any successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Subordinated Notes, (iv) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by Alderwoods or any agreement in effect on the Issue Date; Restricted Subsidiary (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Company and not incurred in connection withPerson, or in contemplation ofso acquired, such Person becoming a Subsidiary; (cv) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing instrument relating to Indebtedness of any Subsidiary to the extent such restriction restricts that prohibit the transfer of property subject all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, and (vi) encumbrances and restrictions under Indebtedness in effect on the Measurement Date (including under the Exit Facility, the Two-Year Notes, the Five-Year Notes and the Seven-Year Notes) or encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to such security agreement, mortgage or lease; (e) any restriction the holders of the Subordinated Notes than those contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or any other Subsidiary or Restricted Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other SubsidiaryRestricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) any encumbrance agreement in effect at or restriction pursuant entered into on the Issue Date of a particular series of Securities or any agreement relating to any agreement Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the Credit Agreement as in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary Date of the Company on the Issue Dateseries of Securities, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (ciii) customary non-assignment or subletting provisions of any leasecontract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, license or other contract; (div) any restriction entered into purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so acquired, or (vi) provisions contained in any lease of any Subsidiary agreements or any security agreement or mortgage securing instruments relating to Indebtedness of any Subsidiary to the extent such restriction restricts which prohibit the transfer of property subject to all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such security agreement, mortgage agreement or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company For so long as any shares of Convertible Preferred Stock are issued and outstanding, the corporation will not, and will not permit any of its Subsidiaries to, directly or indirectly, create create, assume, or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (a) (i) pay dividends or make any other distribution distributions to the corporation or any of its Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company corporation or any other Subsidiaryof its Subsidiaries, (iiib) make any Investment in loans or advances to the Company corporation or any other Subsidiary of its Subsidiaries or (ivc) transfer any of its properties or assets to the Company corporation or any other Subsidiaryof its Subsidiaries, except for: for such encumbrances or restrictions existing under or by reason of (ai) Existing Indebtedness, (ii) the Senior Credit Facility, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the corporation or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction pursuant is not applicable to any agreement in effect on Person, or the Issue Date; (b) properties of any encumbrance Person, other than the Person, or restriction, with respect to a Subsidiary that is not a Subsidiary the property of the Company on Person, so acquired, provided that in the Issue Date, in existence at the time such Person becomes a Subsidiary case of the Company and not incurred in connection with, or in contemplation ofIndebtedness, such Person becoming a Subsidiary; Indebtedness was permitted by the terms of these Articles of Incorporation to be Incurred, (cv) customary non-assignment or subletting provisions of any leasein leases, license licenses, sales agreements, or other contract; contracts (dbut excluding contracts related to the extension of credit) any restriction entered into in the ordinary course of business contained in any lease and consistent with past practices, (vi) restrictions imposed pursuant to a binding agreement for the sale or disposition of all or substantially all of the Equity Interests or assets of any Subsidiary of the corporation, provided such restrictions apply solely to the Equity Interests or any security agreement assets being sold, (vii) restrictions imposed by Permitted Liens on the transfer of the assets that are subject to such Liens, (viii) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or mortgage securing Indebtedness of any Subsidiary the type described in clause (iv) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (ix) the terms of Purchase Money Indebtedness, but only to the extent such restriction Purchase Money Indebtedness encumbers or restricts the transfer of property subject to acquired with such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Purchase Money Indebtedness is incurred; and (fx) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedSubordinated Notes.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay a)pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make any Investment in b)make loans or advances to the Company or any other Subsidiary Restricted Subsidiary, or (iv) transfer c)transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: for such encumbrances or restrictions consisting of or existing under or by reason of (ai) the Credit Facility or any encumbrance other agreement or restriction pursuant to any agreement instrument as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; (b) any encumbrance PROVIDED, HOWEVER, that such amendments, restatements, renewals, replacements or restriction, refinancings are no more restrictive with respect to a Subsidiary that is not a Subsidiary such dividend and other payment restrictions than those contained in the Credit Facility or such other agreement or instrument (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (ii) any requirement of any regulatory authority having jurisdiction over the Company on or any Restricted Subsidiary or any of their businesses, (iii)any agreement or instrument of a Person, or governing Indebtedness or Capital Stock of a Person, acquired by or merged or consolidated with or into the Issue DateCompany or any Restricted Subsidiary, or assumed by the Company or any Restricted Subsidiary in existence connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition, merger or consolidation); PROVIDED that for purposes of this clause (iii), if another Person is the Surviving Person, any Subsidiary or agreement thereof shall be deemed acquired or assumed, as the case may be, by the Company when such Person becomes the Surviving Person, (iv) any provision that restricts in a Subsidiary customary manner the subletting, assignment or transfer of the Company and not incurred in connection withany property or asset that is subject to a lease, license or similar contract, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-the assignment or subletting provisions transfer of any lease, license or other contract; , (dv) any restriction entered into transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (vi) mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, (vii) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (viii) encumbrances or restrictions arising or agreed to in the ordinary course of business contained and that do not, individually or in any lease the aggregate, detract from the value of any Subsidiary property or assets of the Company or any security Restricted Subsidiary, (ix) any agreement or mortgage securing instrument relating to any Indebtedness of any incurred by a Foreign Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance Section 10.11(a), or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (aii), (biii), (cvii), (dx)(A) and (x)(B) of Section 10.11(b), (x) subordination provisions applicable to any note representing an obligation of the Company or any Restricted Subsidiary owing to any Restricted Subsidiary, (xi) Purchase Money Obligations for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (xii) an agreement relating to Indebtedness of or a Financing Disposition to or by any Receivables Entity, (xiii)an agreement for the sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; PROVIDED, HOWEVER, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 10.14, or (e)xiv)Refinancing Indebtedness permitted under this Indenture; PROVIDED, or in this clause (f); provided HOWEVER, that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amendedbeing refinanced immediately prior to such refinancing. Nothing contained in this Section 10.17 shall prevent the Company or any Restricted Subsidiary from (1)creating, substitutedincurring, restructured, supplemented, extended, renewed, refinanced, replaced assuming or modified.suffering to exist any Liens otherwise permitted in Section 10.16 or (2)restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries. 147

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of its Subsidiaries to (i) pay dividends or make any other distribution on its Capital Stockdistributions to, (ii) or to pay any Indebtedness owed obligation to, or to otherwise transfer assets or make or pay loans or advances to, the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance restrictions imposed by the Bank Credit Facilities, the Notes, the 8% Notes, this Indenture, the 8% Notes Indenture, the Subordinated Credit Facility, the Convertible Junior Subordinated Debentures (or restriction pursuant to any agreement the indenture in effect on respect of the Issue Date; Convertible Junior Subordinated Debentures), the Ground Lease, the General Development Agreement, the Casino Operating Contract, the Completion Loan Agreement, the Indemnity Agreement, the HET Loan Guaranty or the Minimum Payment Guaranty Documents, (b) any encumbrance reasonable and customary provisions restricting subletting or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction agreement entered into in the ordinary course of business contained in business, consistent with industry practices, (c) restrictions imposed by applicable law or as a result of regulatory action, (d) restrictions under any lease of any Subsidiary Acquired Indebtedness or any security agreement relating to any property, asset, or mortgage securing Indebtedness business acquired by the Company or any of its Subsidiaries, which restrictions existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Subsidiary person, other than the person acquired or to any property, asset or business other than the extent such restriction restricts the transfer of property subject to such security agreementproperty, mortgage or lease; assets and business so acquired in each case, (e) any such encumbrance or restriction in existence on the Issue Date and any such other encumbrance or restriction no more restrictive than those in existence as of the Issue Date, including, without limitation, those contained in an agreement pursuant the agreements (as of the Issue Date) referred to which Permitted Subsidiary Indebtedness is incurred; and in clause (a) of this Section 5.12, (f) any encumbrance restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement (subject only to reasonable and customary closing conditions and termination provisions) which has been entered into for the sale or restriction existing under any agreement that amendsdisposition of all or substantially all of the Capital Stock or assets of such Subsidiary, substitutes, restructures, supplements, extends, renews, refinances provided such restrictions apply solely to the Capital Stock or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)assets of such Subsidiary to be sold, (b), g) restrictions on the transfer of collateral (c), (d1) used to secure Indebtedness permitted to be incurred by this Indenture or (e), or 2) encumbered by Liens permitted by this Indenture and (h) restrictions incurred in this clause (f); provided that connection with any asset sale for the terms and conditions benefit of any the purchaser of such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedassets.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Capital StockEquity Interests, (ii) pay any Indebtedness owed to the Company or any other Subsidiarya Restricted Subsidiary of the Company, (iii) make any Investment in the Company or any other a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue Datedate of this Indenture and listed on Schedule III hereto or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in the Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), ) and (b), (c), (d) or (e), or in this clause (fc); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, refinanced or replaced or modified.are not more restrictive than those set forth in this Indenture; and (d) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1013 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery. 126

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Borrower shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Capital StockStock or any other interest or participation in, (ii) or measured by, its profits owed by, or pay any Indebtedness owed to to, the Company Borrower or any other a Subsidiary, (iiib) make any Investment in loans or advances to the Company Borrower or any other Subsidiary or (ivc) transfer any of its properties or assets to the Company Borrower or to any other Subsidiary, except for: except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) this Agreement, (ii) any encumbrance restrictions existing under or restriction pursuant to any agreement contemplated by agreements in effect on the Issue Closing Date; , (biii) any encumbrance or restrictionrestrictions, with respect to a Subsidiary that is not a Subsidiary of the Company Borrower on the Issue Closing Date, in existence at the time such Person becomes a Subsidiary of the Company and Borrower (but not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; ), or (c) customary non-assignment or subletting provisions of any lease, license or other contract; (div) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction restrictions existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements an agreement containing the encumbrances or restrictions in the foregoing clauses a restriction permitted by clause (ai), (b), (c), (dii) or (e)iii) above, or in this clause (f); provided provided, however, that the terms and conditions of any such encumbrances or restrictions under this clause (iv) are no more restrictive in any material respect not materially less favorable to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of their Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Capital Stocktheir Equity Interests to the Issuers or any of their Subsidiaries, (iib) pay any Indebtedness owed to the Company Issuers or any other SubsidiarySubsidiaries, (iiic) make any Investment in loans or advances to the Company Issuers or any other Subsidiary or thereof, (ivd) transfer any of its properties or assets to the Company Issuers or any Subsidiary thereof (other than customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Issuers' or any Subsidiary's ability to satisfy its obligations under the Senior Notes), except for: or (ae) guarantee any Indebtedness of either of the Issuers or any Subsidiary of either of the Issuers, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to contemplated by agreements evidencing any agreement Senior Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date; Date (bincluding pursuant to the Brownwood Lease) any encumbrance or restriction, which exist with respect to a Subsidiary Person that is not becomes a Subsidiary of the Company on or after the Issue Date, which are in existence at the time such Person becomes a Subsidiary of either of the Company and Issuers (but not incurred created in connection with, with or in contemplation of, of such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions Subsidiary of any lease, license or other contract; (d) any restriction entered into in either of the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to Issuers and which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person (or their Subsidiaries) so acquired) and any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same; provided, (b)however, (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive not materially less favorable in any material respect the aggregate to the holders of the Senior Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced or replaced, (iv) customary non-assignment provisions in any contract or licensing agreement entered into by either of the Issuers or any Subsidiary of either of the Issuers in the ordinary course of business or in any lease governing any leasehold interest of the Issuers or a Subsidiary, (v) any restrictions existing under 47 or contemplated by agreements evidencing any Purchase Money Indebtedness or Capitalized Lease Obligations that impose restrictions on the ability of any of the Issuers or their Subsidiaries to transfer the property so amendedacquired or leased to either of the Issuers or their Subsidiaries and (vi) any restrictions existing under or contemplated by agreements evidencing any Refinancing Indebtedness, substituted, restructured, supplemented, extended, renewed, providing that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in whole than those contained in the agreements governing the Indebtedness being refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or any other Subsidiary or Restricted Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other SubsidiaryRestricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) any encumbrance agreement in effect at or restriction pursuant entered into on the Issue Date of a particular series of Securities or any agreement relating to any agreement Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the Credit Agreements as in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary Date of the Company on the Issue Dateseries of Securities, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (ciii) customary non-assignment or subletting provisions of any leasecontract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, license or other contract; (div) any restriction entered into purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so acquired, or (vi) provisions contained in any lease of any Subsidiary agreements or any security agreement or mortgage securing instruments relating to Indebtedness of any Subsidiary to the extent such restriction restricts which prohibit the transfer of property subject to all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such security agreement, mortgage agreement or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will and the Guarantors shall not, and will shall not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any other SubsidiarySubsidiary of the Company, except (a) restrictions imposed by the Notes or this Indenture, (iiib) make restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Investment Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets to the Company or any other Subsidiaryand business so acquired, except for: (ae) any encumbrance such restriction or restriction pursuant to any agreement in effect on the Issue Date; requirement imposed by Bank Indebtedness, (bf) any encumbrance or restriction, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, and not incurred (g) in connection withwith and pursuant to permitted refinancings, or in contemplation ofreplacements of restrictions imposed pursuant to clauses (a), such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) of this Section 4.10 that are not more restrictive than those being replaced and do not apply to any restriction other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business contained business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Indebtedness incurred in any lease accordance with the terms of any Section 4.09 hereof shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary or any security to transfer such agreement or mortgage securing Indebtedness of any Subsidiary to assets, as the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers and the Guarantors, if any, will not, and will not permit any of its their Subsidiaries to, individually or collectively, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of Sun International, SINA or such Guarantor, if any, to (i) pay dividends or make other distributions to or on behalf of, or to pay any other distribution obligation to or on its Capital Stockbehalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Sun International, SINA, the Guarantors, if any, or any Subsidiary of any of them, or to guaranty the Securities, except (a) restrictions imposed by the Securities or herein, (iib) pay restrictions imposed by applicable law, (c) existing restrictions under the Credit Agreement, (d) restrictions under any Acquired Indebtedness owed to not incurred in violation of the Company Indenture or any other Subsidiaryagreement relating to any property, (iii) make any Investment in the Company asset, or any other Subsidiary business acquired by Sun International or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets to the Company and business so acquired, (e) any such restriction or any other Subsidiary, except for: requirement imposed by Indebtedness incurred under paragraph (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on definition of "Permitted Indebtedness," provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, in existence at the time such Person becomes (f) restrictions with respect solely to a Subsidiary of Sun International imposed pursuant to a binding agreement that has been entered into for the Company and not sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on transfer contained in FF&E Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; pursuant to paragraph (c) of the definition of "Permitted Indebtedness," provided such restrictions relate only to the transfer of the property acquired with the proceeds of such FF&E Indebtedness, and (h) in connection with and pursuant to Permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c) or (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary non-provisions restricting subletting or assignment or subletting provisions of any lease, license or other contract; (d) any restriction contract entered into in the ordinary course of business contained business, consistent with industry practice, nor (b) Liens permitted under the terms of the Indenture shall in any lease and of any themselves be considered a restriction on the ability of the applicable Subsidiary or any security to transfer such agreement or mortgage securing Indebtedness of any Subsidiary to assets, as the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Alderwoods will not, and will not permit any of its Restricted Subsidiaries (other than Rose Hills Holding Corp., a Delaware corporation, or any Subsidiary thereof, pursuant to the Rose Hills Credit Agreement or the Rose Hills Indenture) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) other than with respect to non-Wholly Owned Subsidiaries organized under the laws of a province of Canada, pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Alderwoods or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in the Company in, Alderwoods or any other Restricted Subsidiary, (d) other than with respect to DSP General Partner, Inc., a Texas corporation, Directors Succession Planning, Inc., a California corporation, any Subsidiary of either such Person, or (iv) any successor thereto, transfer any of its properties or assets to the Company Alderwoods or any other Restricted Subsidiary, or (e) guarantee any Indebtedness of Alderwoods or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law or regulations, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of Alderwoods or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under the provisions of this Indenture which could not materially adversely affect Alderwoods' ability to satisfy its obligations under the provisions of this Indenture and the Five-Year Notes, (iv) any encumbrance agreement or restriction pursuant to other instrument of a Person acquired by Alderwoods or any agreement in effect on the Issue Date; Restricted Subsidiary (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, such Person) in existence at the time of such Person becomes a Subsidiary acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Company and not incurred in connection withPerson, or in contemplation ofso acquired, such Person becoming a Subsidiary; (cv) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing instrument relating to Indebtedness of any Subsidiary to the extent such restriction restricts that prohibit the transfer of property subject all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, or (vi) encumbrances and restrictions under Indebtedness in effect on the Measurement Date (including under the Exit Facility, the Two-Year Notes, the Seven-Year Notes and the Unsecured Convertible Subordinated Notes) and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to such security agreement, mortgage or lease; (e) any restriction the holders of the Five-Year Notes than those contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company, except for: for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of (a) the Senior Credit Facilities, and any encumbrance amendments, restatements, renewals, replacements or restriction pursuant to any agreement in effect on the Issue Date; refinancings thereof, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Subsidiary that is not a Subsidiary Capital Stock of an Acquired Person acquired by the Company on the Issue Date, or any of its Restricted Subsidiaries as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection withwith such acquisition); provided that such restriction is not applicable to any Person, or in contemplation ofthe properties or assets of any Person, such Person becoming a Subsidiary; other than the Acquired Person, (cd) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the ordinary course of business and consistent with past practice, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (g) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.07) that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any encumbrance or restriction arising pursuant to an agreement or instrument (which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in any lease of any Subsidiary or any security such agreement or mortgage securing Indebtedness of any Subsidiary instrument taken as a whole (i) are not materially less favorable to the extent Holders than the encumbrances and restrictions contained in the Senior Credit Facilities existing on the Issue Date, together with the security documents associated therewith as in effect on the Issue Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) such encumbrance or restriction restricts applies only during the transfer continuance of property subject a default relating to such security agreementagreement or instrument, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fl) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any agreement that amendsQualified Securitization Financing or Receivables Facility that, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (a), (b), (c), (dn) or (e), or in Refinancing Indebtedness permitted under this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no not materially more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Mediacom Broadband LLC shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ia) pay dividends or make any other distribution distributions to Mediacom Broadband LLC or any other Restricted Subsidiary on its Capital Stock, Equity Interests; (iib) pay any Indebtedness owed to the Company Mediacom Broadband LLC or any other Restricted Subsidiary, ; (iiic) make loans or advances, or guarantee any Investment in the Company such loans or advances, to Mediacom Broadband LLC or any other Subsidiary or Restricted Subsidiary; (ivd) transfer any of its properties or assets to the Company Mediacom Broadband LLC or any other Restricted Subsidiary, except for: ; (e) grant Liens on the assets of Mediacom Broadband LLC or any Restricted Subsidiary in favor of the Holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a “Specified Action”), except for (i) such encumbrances or restrictions existing under or by reason of: (i) Acquired Indebtedness or any encumbrance other agreement or restriction pursuant to instrument of any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence existing at the time such Person becomes became a Subsidiary Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Restricted Subsidiary and are not applicable to Mediacom Broadband LLC or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)other Restricted Subsidiary, (b), (c), (dii) or (e), or in this refinancing Indebtedness permitted by clause (f)g) of the second paragraph under Section 1008; provided that the terms and conditions of any such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom Broadband LLC or any Restricted Subsidiary, (iv) this Indenture or any other indenture governing debt securities that are not materially more restrictive, taken as a whole, than those contained in this Indenture, (v) the Subsidiary Credit Facility and the Future Subsidiary Credit Facilities; provided that, in the case of any Future Subsidiary Credit Facility, Mediacom Broadband LLC shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive in any material respect than those under or pursuant in effect in the Subsidiary Credit Facility on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility (“Comparable Restriction Provisions”); and provided, further, that if Mediacom Broadband LLC shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom Broadband LLC and the Restricted Subsidiaries to comply with the agreement evidencing foregoing proviso, the Indebtedness so failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010, (vi) existing agreements as in effect on the date of this Indenture and as amended, substituted, restructured, supplementedmodified, extended, renewed, refunded, refinanced, restated or replaced from time to time, provided that any such agreement as so amended, modified, extended, renewed, refunded, refinanced, restated or modifiedreplaced is not materially more restrictive, taken as a whole, as to the Specified Actions than such agreement as in effect on the date of this Indenture; (vii) applicable law; (viii) Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case that impose restrictions on the property purchased or leased of the nature described in clause (d) above; (ix) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (x) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 1011 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (I) in the ordinary course of business or (II) with the approval of the Executive Committee of Mediacom Broadband LLC, which limitations are applicable only to the assets or property that are the subject of such agreements; (xii) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and was not created in anticipation of such acquisition; and (xiii) Hedging Agreements permitted from time to time under this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on under the Issue DateCredit Facility; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; and (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (eb), or in this clause (fc); provided , PROVIDED that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Mediacom Broadband LLC shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ia) pay dividends or make any other distribution distributions to Mediacom Broadband LLC or any other Restricted Subsidiary on its Capital Stock, Equity Interests; (iib) pay any Indebtedness owed to the Company Mediacom Broadband LLC or any other Restricted Subsidiary, ; (iiic) make loans or advances, or guarantee any Investment in the Company such loans or advances, to Mediacom Broadband LLC or any other Subsidiary or Restricted Subsidiary; (ivd) transfer any of its properties or assets to the Company Mediacom Broadband LLC or any other Restricted Subsidiary, except for: ; (e) grant Liens on the assets of Mediacom Broadband LLC or any other Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a “Specified Action”), except for (i) such encumbrances or restrictions arising by reason of Acquired Indebtedness of any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence existing at the time such Person becomes became a Subsidiary Restricted Subsidiary; provided that such encumbrances or restrictions were not created in anticipation of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Restricted Subsidiary and are not applicable to Mediacom Broadband LLC or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent other Restricted Subsidiary, (ii) such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this arising under refinancing Indebtedness permitted by clause (f)g) of the second paragraph under Section 1008; provided that the terms and conditions of any such encumbrances restrictions are no less favorable to the Holders of Notes than those under the Indebtedness being refinanced, (iii) customary provisions restricting the assignment of any contract or interest of Mediacom Broadband LLC or any Restricted Subsidiary, (iv) restrictions contained in this Indenture or any other indenture governing debt securities that are no more restrictive in any material respect than those contained in this Indenture, and (v) restrictions under the Subsidiary Credit Facility and under the Future Subsidiary Credit Facilities; provided that, in the case of any Future Subsidiary Credit Facility, Mediacom Broadband LLC shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or pursuant restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive than those in effect in the agreement evidencing Subsidiary Credit Facility on the Indebtedness so amendeddate of the creation of the applicable restriction in such Future Subsidiary Credit Facility (“Comparable Restriction Provisions”); and provided, substitutedfurther, restructuredthat if Mediacom Broadband LLC shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom Broadband LLC and the Restricted Subsidiaries to comply with the foregoing proviso, supplemented, extended, renewed, refinanced, replaced or modifiedthe failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will and the Guarantors shall not, and will shall not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Notes or this Indenture or by other SubsidiaryIndebtedness of the Company (which may also be guaranteed by the Guarantors) ranking equal in right of payment to the Notes or the Guarantees, as applicable; provided that such restrictions are no more restrictive (taken as a whole) than those imposed by this Indenture and the Notes, (iiib) make restrictions imposed by applicable law, (c) existing restrictions under Existing Indebtedness, (d) restrictions under any Investment Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiaries, except for: (a) any encumbrance or restriction pursuant to any agreement which restrictions in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence each case existed at the time such Person becomes a Subsidiary of the Company and acquisition, were not incurred put in place in connection withwith or in anticipation of such acquisition and are not applicable to any Person, other than the Person (or Persons) acquired, or in contemplation ofto any property, such Person becoming a Subsidiary; (c) customary non-assignment asset or subletting provisions of any leasebusiness, license or other contract; (d) any restriction entered into in than the ordinary course of property, assets and business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementso acquired, mortgage or lease; (e) any restriction contained or requirement imposed by Indebtedness incurred under the Credit Agreement or any guarantee thereof in an agreement pursuant to which Permitted Subsidiary Indebtedness accordance with Section 4.7 hereof; provided that such restriction or requirement is incurred; and no more restrictive (taken as a whole) than that imposed by the Credit Agreement or any such guarantee as of the Issue Date, (f) any encumbrance or restriction existing under any agreement restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (a) of Section 4.7 hereof provided that amendssuch restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, substitutes(g) in connection with and pursuant to permitted Refinancings, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d) or ), (ef), or in this clause (f); g) of this Section 4.10 that are not more restrictive (taken as a whole) than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, and (h) restrictions solely with respect to any of the Company's Subsidiaries imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided that such restrictions apply solely to the terms and conditions Subsidiary whose Equity Interests or assets are being sold. Notwithstanding anything contained herein to the contrary, the foregoing provisions will not prohibit, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, and (b) any asset subject to a Lien which is not prohibited to exist with respect to such encumbrances or restrictions are no more restrictive in any material respect than those under or asset pursuant to the agreement evidencing terms of this Indenture may be subject to customary restrictions on the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced transfer or modifieddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will notNeither the Company, and will not permit the Guarantors, nor any of its their respective Subsidiaries towill, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any such Subsidiary to (i) pay dividends or make other distributions on the Capital Stock of any other distribution on its Capital Stock, (ii) such Subsidiary of the Company or pay any Indebtedness owed obligation to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties Subsidiaries or otherwise transfer assets or make or pay loans or advances to the Company or any other Subsidiaryof its Subsidiaries, except for: (a) any encumbrance restrictions imposed by the Notes or restriction pursuant to any agreement in effect on the Issue Date; Indenture, (b) any encumbrance or restrictionrestrictions imposed by the Senior Notes and Senior Note Documents, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-provisions restricting subletting or assignment or subletting provisions of any lease, license or other contract; (d) any restriction lease entered into in the ordinary course of business contained in any lease of any Subsidiary business, consistent with industry practices, (d) restrictions imposed by applicable gaming laws or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementapplicable Gaming Authority, mortgage or lease; (e) restrictions under any restriction contained agreement relating to any property, asset, or business acquired by the Company or its Subsidiaries, which restrictions existed at the time of acquisition, were not put in an agreement pursuant place in anticipation of such acquisition and are not applicable to which Permitted Subsidiary Indebtedness is incurred; any person, other than the person acquired or to any property, asset or business other than the property, assets and business of the person so acquired, (f) any encumbrance such restriction in existence as of the Effective Date after giving effect to the use of proceeds to retire existing debt, (g) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances disposition of all or replaces substantially all of the Capital Stock or otherwise modifies the agreements containing the encumbrances or assets of such Subsidiary and (h) replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d) or through (e), or in this clause (f); provided ) that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or any other Subsidiary or Restricted Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other SubsidiaryRestricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) in the case of any encumbrance series of Securities any agreement in effect at or restriction pursuant entered into on the Issue Date of the series of Securities or any agreement relating to any agreement Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary Date of the Company on the Issue Dateseries of Securities, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (ciii) customary non-assignment or subletting provisions of any leasecontract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, license or other contract; (div) any restriction entered into purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so acquired, or (vi) provisions contained in any lease of any Subsidiary agreements or any security agreement or mortgage securing instruments relating to Indebtedness of any Subsidiary to the extent such restriction restricts which prohibit the transfer of property subject to all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such security agreement, mortgage agreement or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Notes, the Security Documents or the Indenture or by other Subsidiaryindebtedness of the Company ranking PARI PASSU with the Notes, PROVIDED that such restrictions are no more restrictive than those imposed by the Indenture and the Notes, (iiib) make restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Investment Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant in anticipation of such acquisition and are not applicable to any agreement in effect on Person, other than the Issue Date; Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (be) any encumbrance or restriction, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company and not Equity Interests or assets of such Subsidiary, PROVIDED that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (f) restrictions on transfer contained in Purchase Money Indebtedness incurred in connection withpursuant to paragraph (b)(ii) of Section 1011, or in contemplation ofPROVIDED that such restrictions relate only to the transfer of the property acquired with the proceeds of such Indebtedness, such Person becoming a Subsidiary; (cg) by reason of customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction restrictions in leases or licenses entered into in the ordinary course of business contained and (h) in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement connection with and pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amendsRefinancings, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d) or (e), or in this clause (f); provided ) of this paragraph that the terms and conditions of any such encumbrances or restrictions are no not more restrictive in any material respect than those under being replaced and do not apply to any other Person or assets from those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the agreement evidencing terms of the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced Indenture may be subject to restrictions on the transfer or modifieddisposition thereof.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an the Credit Agreement or any other agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution on its Capital Stock, or any other interest or participation in or measured by its profits, (ii) pay any Indebtedness Debt owed to the Company or any other Restricted Subsidiary, (iii) make any Investment in the Company or any other Subsidiary Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for; except: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue Date (including without limitation the Credit Agreement and the U.K. Credit Agreement in effect on the Issue Date); (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license contained in an agreement that has been entered into for the sale or other contractdisposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under or by reason of applicable law or any requirement of any regulatory body; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (f) any encumbrance or restriction pursuant to agreements with Manufacturers, dealerships or franchisees; (g) any encumbrance or restriction contained in any Purchase Money Obligations for property to the extent such restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or restrictions in security agreements securing Debt of a Subsidiary (including any Inventory Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 10.11) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Debt is repaid; (i) any encumbrance or restriction pursuant to Inventory Facilities customary for inventory and floor plan financing in the automobile industry; (j) any encumbrance related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance was not entered into in contemplation of the acquisition, merger or consolidation transaction; (k) customary non-assignment provisions contained in (1) any lease governing a leasehold interest or (2) any supply, license or other agreement entered into in the ordinary course of business contained in any lease of any Subsidiary the Company or any security agreement or mortgage of its Restricted Subsidiaries; (l) Liens securing Indebtedness Debt otherwise permitted to be incurred under the provisions of any Subsidiary Section 10.11 herein that limit the right of the debtor to dispose of the extent such restriction restricts the transfer of property assets subject to such security agreement, mortgage or leaseLiens; (em) any restriction restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (n) restrictions contained in an agreement other Debt or Preferred Stock of the Company or any Restricted Subsidiary permitted to be incurred after the Issue Date pursuant to which Permitted Subsidiary Indebtedness is incurredthe provisions of Section 10.8 or other agreements arising in the ordinary course of business and not related to Debt, provided that such restrictions shall not materially affect the ability of the Company to make principal and interest payments on the Securities, as determined in good faith by a senior officer or the Board of Directors of the Company; and (fo) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), j) and (dp) or (e), or in this clause (fo); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness Debt so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced; (p) restrictions related solely to Foreign Subsidiaries and created in connection with Debt of such Foreign Subsidiaries incurred pursuant to clauses (xii) and (xx) of paragraph (b) of Section 10.8 herein; (q) encumbrances pursuant to the subordination provisions of any Debt permitted to be incurred by clause (v) of paragraph (b) of Section 10.8; and (r) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture or similar entity.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on under the Issue DateCredit Facility; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; and (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (eb), or in this clause (fc); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of its Subsidiaries to (i) pay dividends or make any other distribution on its Capital Stockdistributions to, (ii) or to pay any Indebtedness owed obligation to, or to otherwise transfer assets or make or pay loans or advances to, the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance restrictions imposed by the Bank Credit Facilities, the Notes, the Contingent Notes, this Indenture, the Contingent Notes Indenture, the Performance Bond Indemnity Agreement, the Subordinated Credit Facility, the Convertible Junior Subordinated Debentures (or restriction pursuant to any agreement the indenture in effect on respect of the Issue Date; Convertible Junior Subordinated Debentures), the Ground Lease, the General Development Agreement, the Casino Operating Contract, the Completion Loan Agreement, the Indemnity Agreement, the Minimum Payment Guaranty or the HET/JCC Agreement, (b) any encumbrance reasonable and customary provisions restricting subletting or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction agreement entered into in the ordinary course of business contained in business, consistent with industry practices, (c) restrictions imposed by applicable law or as a result of regulatory action, (d) restrictions under any lease of any Subsidiary Acquired Indebtedness or any security agreement relating to any property, asset, or mortgage securing Indebtedness business acquired by the Company or any of its Subsidiaries, which restrictions existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Subsidiary person, other than the person acquired or to any property, asset or business other than the extent such restriction restricts the transfer of property subject to such security agreementproperty, mortgage or lease; assets and business so acquired in each case, (e) any such encumbrance or restriction in existence on the Issue Date and any such other encumbrance or restriction no more restrictive than those in existence as of the Issue Date, including, without limitation, those contained in an agreement pursuant the agreements (as of the Issue Date) referred to which Permitted Subsidiary Indebtedness is incurred; and in clause (a) of this Section 5.12, (f) any encumbrance restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement (subject only to reasonable and customary closing conditions and termination provisions) which has been entered into for the sale or restriction existing under any agreement that amendsdisposition of all or substantially all of the Capital Stock or assets of such Subsidiary, substitutes, restructures, supplements, extends, renews, refinances provided such restrictions apply solely to the Capital Stock or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)assets of such Subsidiary to be sold, (b), g) restrictions on the transfer of collateral (c), (d1) used to secure Indebtedness permitted to be incurred by this Indenture or (e), or 2) encumbered by Liens permitted by this Indenture and (h) restrictions incurred in this clause (f); provided that connection with any asset sale for the terms and conditions benefit of any the purchaser of such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedassets.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Except for limitations contained in the Term Loan Agreement, Borrower will not, and will not cause or permit any of its Subsidiaries Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution on or in respect of its Capital Stockcapital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (iib) pay any Indebtedness owed to the Company Borrower or any other Subsidiary, (iiic) make loans or advances to, or guarantee any Investment in the Company Indebtedness or other obligations of, Borrower or any other Subsidiary or (ivd) transfer any of its properties property or assets to the Company Borrower or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to (i) existing under any agreement in effect on governing the Issue Date; (b) any encumbrance terms of or restriction, with respect to otherwise arising as a Subsidiary that is not a Subsidiary result of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license purchase money Indebtedness for equipment or other contract; (d) any restriction entered into goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any lease agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any security agreement such sale or mortgage securing Indebtedness of any Subsidiary disposition is made in compliance with Section 7.10. to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage applicable thereto; or lease; (eiii) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances encumbrance or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (fi); provided provided, however, that the terms and conditions of any such encumbrances or restrictions permitted under this clause (iii) are no more restrictive in any material respect not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer and the Guarantors will not, and will not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Issuer to (i) pay dividends or make other distributions to or on behalf of, or to pay any other distribution obligation to or on its Capital Stockbehalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Issuer or any Subsidiary of the Issuer, except (a) restrictions imposed by the Notes or the Indenture, (iib) pay restrictions imposed by applicable law, (c) existing restrictions on the Issue Date under the Loan & Security Agreement (Rail Tank Cars) dated as of September 25, 1995, as amended through the Issue Date, the Loan & Security Agreement (DSN Plan) dated as of October 31, 1994, as amended through the Issue Date and the Loan & Security Agreement (Mixed Acid Plant) dated April 5, 1995, as amended through the Issue Date, each between DSN Corporation and the CIT Group/Equipment Financing, Inc. and the credit agreement, dated December 19, 1996, as amended through the Issue Date, between TES and the Bank of New Zealand, (d) restrictions under any Acquired Indebtedness owed to not incurred in violation of the Company Indenture or any other Subsidiaryagreement relating to any property, (iii) make any Investment in asset, or business acquired by the Company Issuer or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets to the Company or any other Subsidiaryand business so acquired, except for: (ae) any encumbrance such restriction or requirement imposed by Indebtedness incurred under paragraph (b) of the definition of "Permitted Indebtedness" provided such restriction pursuant to any agreement in effect on or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date; , (bf) any encumbrance or restriction, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on Issuer imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, and not incurred (g) in connection withwith and pursuant to permitted Refinancings, or in contemplation ofreplacements of restrictions imposed pursuant to clauses (a), such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) of this paragraph that are not more restrictive than those being replaced and do not apply to any restriction other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business contained business, consistent with industry practice, nor (b) Liens permitted under the terms of the Indenture shall in any lease and of any themselves be considered a restriction on the ability of the applicable Subsidiary or any security to transfer such agreement or mortgage securing Indebtedness of any Subsidiary to assets, as the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of its Subsidiaries to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiaryof its Subsidiaries, (iii) make any Investment in the Company or any other Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any other Subsidiaryof its Subsidiaries, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Datedate of this Indenture; (b) any encumbrance or restriction, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a SubsidiarySubsidiary of the Company; (c) customary non-assignment any encumbrance or subletting provisions restriction existing by reason of any lease, license or other contractapplicable law; (d) any encumbrance or restriction entered into in the ordinary course existing under any customary non-assignment provisions of business contained in any lease governing a leasehold interest of the Company or any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or leaseCompany; (e) any encumbrance or restriction contained in an agreement pursuant to which Permitted any working capital facility of a Foreign Subsidiary Indebtedness is incurredof the Company; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), ) and (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will notDirectly or indirectly, and will not create, assume or otherwise cause or suffer to exist or become effective, or permit any of its Subsidiaries to, directly or indirectlyindirectly create, create assume or otherwise cause or suffer to exist or become effective, any consensual encumbrance or contractual restriction of any kind on the ability of any Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iiib) make any Investment in the Company loans or advances to, or pay any Debt owed to, such Borrower or any other Subsidiary or (ivc) transfer any of its properties or assets to the Company such Borrower or to any other Subsidiary, Subsidiary except for: , in each case described in clauses (a), (b) any encumbrance or restriction pursuant to any agreement (c), (i) restrictions existing under or contemplated by agreements as in effect on the Issue Closing Date; , (bii) any encumbrance or restriction, restrictions with respect to a Subsidiary Person that is was not a Subsidiary of the Company on the Issue Closing Date, in existence at the time such Person becomes became a Subsidiary (but not created in anticipation or contemplation of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; ), (ciii) restrictions existing under or by reason of applicable law, (iv) restrictions existing under or by reason of customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction agreements entered into in the ordinary course of business contained in any lease and consistent with past practices, (v) restrictions existing by reason of any Subsidiary Lien permitted under Section 5.02(a), (vi) restrictions existing under any agreement for the sale of property or assets of such Borrower or any security agreement or mortgage securing Indebtedness Subsidiary (including the Capital Stock of any Person) provided that such sale is not of a magnitude that would otherwise trigger a mandatory prepayment under Section 2.05(b)(ii)(A), (vii) customary restrictions existing under an agreement entered into by such Borrower or a Subsidiary with a governmental agency or authority as a condition to the extent receipt of a business development and/or investment grant, (viii) restrictions existing by virtue of any transfer of, agreement to transfer, option or right with respect to any property or assets of such restriction restricts Borrower or any Subsidiary that restrict in a customary manner, consistent with past practice, the subletting, assignment or transfer of any property subject to such security agreementor asset that is a lease, mortgage license, conveyance or lease; contract or similar property or asset, or (eix) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction restrictions existing under any agreement that amendsrefinances, substitutesreplaces, restructures, supplements, extends, renews, refinances renews or replaces or otherwise modifies the agreements extends an agreement containing the encumbrances or restrictions in the foregoing clauses a restriction permitted by clause (a), (b), (c), (di) or (e)ii) above, or provided that the Board of Directors of such Borrower determines in this clause (f); provided good faith that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Lenders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, indebtedness refinanced, replaced and (x) all other restrictions so long as, at the time such restriction is created or modifiedassumed and at the end of each subsequent fiscal quarter, (A) the Consolidated net income attributable to such Borrower and all of its Subsidiaries (other than Subsidiaries having restrictions of the types referred to in clauses (i), (ii) and (ix) above or in this clause (x)) since the beginning of the Fiscal Year during which said calculation is made is at least 70% of Consolidated net income attributable to such Borrower and all of its Subsidiaries since the beginning of such Fiscal Year, or (B) the portion of Consolidated net income attributable to such Borrower and all of its Subsidiaries (other than Subsidiaries having restrictions of the types referred to in clauses (i), (ii) and (ix) above or in this clause (x)) during the four fiscal quarters immediately preceding (if such calculation is required to be made as of a date during a fiscal quarter) or ending on (if such calculation is required to be made as of the end of a fiscal quarter) the date for which said calculation is required to be made is equal to at least 30% of the aggregate principal amount of Consolidated Debt of such Borrower which bears interest at either an expressed or implied rate as of the end of the relevant four-quarter period. Notwithstanding the foregoing, a contractual restriction of the type referred to in clauses (i), (ii), (ix) or (x) above binding on any Subsidiary shall not be deemed to exist during any relevant period, if, at the end of such period, such restriction is not actually in effect and restricting the activities of such Subsidiary pursuant to its terms.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or suffer to exist exist, or allow to become effective any consensual encumbrance or restriction on the ability of any Subsidiary Payment Restriction with respect to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiaries, except for: for (a) any encumbrance or restriction pursuant to any agreement such restrictions contained in (i) the Senior Credit Facilities in effect on the Issue Date; , as any such payment restriction may apply to any present or future Subsidiary, (bii) this Indenture and any encumbrance agreement in effect at or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company entered into on the Issue Date, in existence (iii) Indebtedness of a person existing at the time such Person person becomes a Subsidiary of the Company and (provided that (x) such Indebtedness is not incurred in connection with, or in contemplation of, such Person person becoming a Subsidiary, (y) such restriction is not applicable to any person, or the properties or assets or any person, other than the person so acquired and (z) such Indebtedness is otherwise permitted to be incurred pursuant to Section 5.12), (iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 5.12 and 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (b) customary non-assignment provisions restricting subletting or assignment of any lease or other agreement entered into by a Subsidiary; (c) customary non-assignment or subletting net worth provisions of any lease, license or contained in leases and other contract; (d) any restriction agreements entered into by a Subsidiary in the ordinary course of business contained in any lease business; (d) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of any Subsidiary all or any security agreement substantially all of the Capital Stock or mortgage securing Indebtedness assets of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or leaseSubsidiary; (e) any restriction contained customary provisions in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurredjoint venture agreements and other similar agreements; and (f) any encumbrance restrictions contained in Indebtedness incurred to refinance, refund, extend or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions renew Indebtedness referred to in the foregoing clauses clause (a), (b), (c), (d) or (e), or in this clause (f)above; provided that the terms restrictions contained therein are not materially more restrictive taken as a whole than those provided for in such Indebtedness being refinanced, refunded, extended or renewed and conditions (g) Payment Restrictions contained in any other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 5.12; provided that any such encumbrances or restrictions Payment Restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances) and, in any event, no more restrictive than the most restrictive Payment Restrictions in any material respect than those under or pursuant to effect on the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.Issue Date. 71 -63-

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company, except for: for such encumbrances or restrictions existing on the Escrow Release Date or otherwise existing under or by reason of (a) the Senior Credit Facilities, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person ac- quired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applica- ble to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permit- xxx under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (g) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Escrow Re- lease Date pursuant to Section 4.07 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any encumbrance or restriction arising pursuant to an agreement or instrument, which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Credit Facilities, existing on the Escrow Release Date, together with the security documents associated therewith as in effect on the Issue Date; Escrow Release Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) any such encumbrance or restriction, with respect restriction applies only during the continuance of a default relating to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementinstrument, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fl) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any agreement that amendsQualified Securitization Financing or Receivables Facility that, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (a), (b), (c), (dn) or (e), or in Refinancing Indebtedness permitted under this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no not materially more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or suffer to exist exist, or allow to become effective any consensual encumbrance or restriction on the ability of any Subsidiary Payment Restriction with respect to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiaries, except for: for (a) any encumbrance or restriction pursuant to any agreement such restrictions contained in (i) the Credit Agreement in effect on the Issue Date; , as any such Payment Restriction may apply to any present or future Subsidiary, (bii) this Indenture and any encumbrance agreement in effect at or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company entered into on the Issue Date, in existence (iii) Indebtedness of a person existing at the time such Person person becomes a Subsidiary of the Company and (provided that (x) such Indebtedness is not incurred in connection with, or in contemplation of, such Person person becoming a Subsidiary, (y) such restriction is not applicable to any person, or the properties or assets of any person, other than the person so acquired and (z) such In- 70 -61- debtedness is otherwise permitted to be incurred pursuant to Section 5.12), (iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 5.12 and 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (b) customary non-assignment provisions restricting subletting or assignment of any lease or other agreement entered into by a Subsidiary; (c) customary non-assignment or subletting net worth provisions of any lease, license or contained in leases and other contract; (d) any restriction agreements entered into by a Subsidiary in the ordinary course of business contained in any lease business; (d) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of any Subsidiary all or any security agreement substantially all of the Capital Stock or mortgage securing Indebtedness assets of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or leaseSubsidiary; (e) any restriction contained customary provisions in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurredjoint venture agreements and other similar agreements; and (f) any encumbrance restrictions contained in Indebtedness incurred to refinance, refund, extend or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions renew Indebtedness referred to in the foregoing clauses clause (a), (b), (c), (d) or (e), or in this clause (f)above; provided that the terms restrictions contained therein are not materially more restrictive taken as a whole than those provided for in such Indebtedness being refinanced, refunded, extended or renewed and conditions (g) Payment Restrictions contained in any other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 5.12; provided that any such encumbrances or restrictions Payment Restrictions are ordinary and customary with respect to the type of Indebtedness being incurred (under the relevant circumstances) and, in any event, no more restrictive than the most restrictive Payment Restrictions in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amendedeffect on June 14, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified1995.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution on its Capital StockStock or any other interest or participation in or measured by its profits, (ii) pay any Indebtedness Debt owed to the Company or any other Restricted Subsidiary, (iii) make any Investment in the Company or any other Subsidiary Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for; except: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue Date (including without limitation the Credit Agreement and the U.K. Credit Agreement in effect on the Issue Date); (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license contained in an agreement that has been entered into for the sale or other contractdisposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under or by reason of applicable law or any requirement of any regulatory body; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (f) any encumbrance or restriction pursuant to agreements with Manufacturers, dealerships or franchisees; (g) any encumbrance or restriction contained in any Purchase Money Obligations for property to the extent such restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or restrictions in security agreements securing Debt of a Subsidiary (including any Inventory Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 10.11) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Debt is repaid; (i) any encumbrance or restriction pursuant to Inventory Facilities customary for inventory and floor plan financing in the automobile industry; (j) any encumbrance related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance was not entered into in contemplation of the acquisition, merger or consolidation transaction; (k) customary non-assignment provisions contained in (1) any lease governing a leasehold interest or (2) any supply, license or other agreement entered into in the ordinary course of business contained in any lease of any Subsidiary the Company or any security agreement or mortgage of its Restricted Subsidiaries; (l) Liens securing Indebtedness Debt otherwise permitted to be incurred under the provisions of any Subsidiary Section 10.11 herein that limit the right of the debtor to dispose of the extent such restriction restricts the transfer of property assets subject to such security agreement, mortgage or leaseLiens; (em) any restriction restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (n) restrictions contained in an agreement other Debt or Preferred Stock of the Company or any Restricted Subsidiary permitted to be incurred after the Issue Date pursuant to which Permitted Subsidiary Indebtedness is incurredthe provisions of Section 10.8 or other agreements arising in the ordinary course of business and not related to Debt, provided that such restrictions shall not materially affect the ability of the Company to make principal and interest payments on the Securities, as determined in good faith by a senior officer or the Board of Directors of the Company; and (fo) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the ​ encumbrances or restrictions in the foregoing clauses (a), (b), (c), j) and (dp) or (e), or in this clause (fo); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness Debt so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced; (p) restrictions related solely to Foreign Subsidiaries and created in connection with Debt of such Foreign Subsidiaries incurred pursuant to clauses (xii) and (xx) of paragraph (b) of Section 10.8 herein; (q) encumbrances pursuant to the subordination provisions of any Debt permitted to be incurred by clause (v) of paragraph (b) of Section 10.8; and (r) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture or similar entity.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Each Issuer shall not, and will shall not permit any of its Subsidiaries (other than nonconsolidated subsidiaries) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distribution distributions on its Capital StockStock or any other interest or participation in, (ii) or measured by, its profits, owned by an Issuer or any of its Subsidiaries or pay any Indebtedness owed to the Company an Issuer or any other Subsidiaryof its Subsidiaries, (iiib) make any Investment in the Company loans or advances to an Issuer or any other Subsidiary of its Subsidiaries or (ivc) transfer any of its properties or assets to an Issuer or any of its Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Indenture, (iii) the Company Credit Agreement or any other Subsidiaryagreement entered into in connection therewith or as contemplated thereby, except for: (aiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of an Issuer or any of its Subsidiaries, (v) any encumbrance instrument governing Indebtedness of a person acquired by an Issuer or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence its Subsidiaries at the time of such Person becomes a Subsidiary of the Company and acquisition; provided that such Indebtedness is not incurred in connection with, with or in contemplation ofof such acquisition, such Person becoming a Subsidiary; (cvi) customary non-assignment or subletting provisions of any leasethe Old Notes, license Existing Indebtedness or other contract; contractual obligation of an Issuer or any of its Subsidiaries existing on the date hereof, (dvii) additional Indebtedness in an aggregate principal amount of up to $50,000,000 at any one time outstanding, (viii) any restriction entered into in the ordinary course amendment, modification, renewal, extension, replacement, refinancing or refunding of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing imposed pursuant to clauses (aii), (biii), (c), (dvi) or (e), or in this clause (f)vii) above; provided that the terms and conditions restrictions contained in any such amendment, modification, renewal, extension, replacement, refinancing or refunding are no less favorable in all material respects to the Holders of the Securities, (ix) any Mortgage Financing or Mortgage Refinancing, (x) any Permitted Investment or (xi) contracts for the sale of assets so long as such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant apply only to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedassets to be sold pursuant thereto.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will and the Guarantors shall not, and will shall not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Notes or this Indenture or by other SubsidiaryIndebtedness of the Company (which may also be guaranteed by the Guarantors) ranking senior or pari passu with the Notes or the Subsidiary Guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Notes, (iiib) make restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Investment Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets to the Company or any other Subsidiaryand business so acquired, except for: (ae) any encumbrance such restriction or restriction requirement imposed by Bank Indebtedness incurred pursuant to any agreement in effect Section 4.10(a) hereof, provided such restriction or requirement is no more restrictive than that imposed by the Bank Indebtedness existing on the Issue Date; , (bf) any encumbrance or restriction, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, and not incurred (g) in connection withwith and pursuant to permitted Refinancings, or in contemplation ofreplacements of restrictions imposed pursuant to clauses (a), such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) of this Section 4.12 that are not more restrictive than those being replaced and do not apply to any restriction other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business contained business, consistent with industry practice, nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Indebtedness incurred in any lease accordance with the terms of any Section 4.10 hereof shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary or any security to transfer such agreement or mortgage securing Indebtedness of any Subsidiary to assets, as the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) to: pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Capital StockStock or (b) with respect to any other interest or participation in, (ii) or measured by, its profits; pay any Indebtedness owed to the Company or any other Subsidiary, (iii) of its Restricted Subsidiaries; make any Investment in loans or advances to the Company or any other Subsidiary of its Restricted Subsidiaries; or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, of its Restricted Subsidiaries; except for: for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to any agreement Existing Indebtedness as in effect on the Issue Date; date of this Indenture, (b) any encumbrance or restrictionthis Indenture and the Notes, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any leaseapplicable law, license or other contract; (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (e) customary nonassignment provisions in leases entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementand consistent with past practices, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions Purchase Money Obligations for property acquired in the foregoing clauses ordinary course of business that impose restrictions of the nature described in clause (a)iv) above on the property so acquired, (b), (c), (d) or (e)g) Refinancing Indebtedness, or in this clause (f); provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no more restrictive with respect to the provisions set forth in any material respect clauses (i), (ii), (iii) and (iv) above than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, being refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company, except for: for such encumbrances or restrictions existing on the Escrow Release Date or otherwise existing under or by reason of (a) the Senior Credit Facilities, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (g) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Escrow Release Date pursuant to Section 4.07 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any encumbrance or restriction arising pursuant to an agreement or instrument (which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Credit Facilities existing on the Escrow Release Date, together with the security documents associated therewith as in effect on the Issue Date; Escrow Release Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) any such encumbrance or restriction, with respect restriction applies only during the continuance of a default relating to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementinstrument), mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fl) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any agreement that amendsQualified Securitization Financing or Receivables Facility that, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (a), (b), (c), (dn) or (e), or in Refinancing Indebtedness permitted under this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no not materially more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Mediacom LLC shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distribution distributions to Mediacom LLC or any other Restricted Subsidiary on its Capital Stock, Equity Interests; (iib) pay any Indebtedness owed to the Company Mediacom LLC or any other Restricted Subsidiary, ; (iiic) make loans or advances, or guarantee any Investment in the Company such loans or advances, to Mediacom LLC or any other Subsidiary or Restricted Subsidiary; (ivd) transfer any of its properties or assets to the Company Mediacom LLC or any other Restricted Subsidiary, except for: ; (e) grant Liens on the assets of Mediacom LLC or any Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the Notes or any renewals or refinancings thereof (any of the actions described in clauses (a) through (f) above is referred to herein as a “Specified Action”); except for such encumbrances or restrictions existing under or by reason of: (i) Acquired Indebtedness or any encumbrance other agreement or restriction pursuant to instrument of any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence existing at the time such Person becomes became a Subsidiary Restricted Subsidiary, provided that such encumbrances or restrictions were not created in anticipation of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and are not applicable to Mediacom LLC or any other Restricted Subsidiary; (cii) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing refinancing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this permitted by clause (f)g) of the second paragraph of Section 1008; provided that the terms and conditions of any such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those under the Indebtedness being refinanced; (iii) customary provisions restricting the assignment of any contract or interest of Mediacom LLC or any Restricted Subsidiary; (iv) this Indenture or any other indenture governing debt securities that are not materially more restrictive, taken as a whole, than those contained in this Indenture; (v) the Subsidiary Credit Facility and the Future Subsidiary Credit Facilities; provided that, in the case of any Future Subsidiary Credit Facility, Mediacom LLC shall have used commercially reasonable efforts to include in the agreements relating to such Future Subsidiary Credit Facility provisions concerning the encumbrance or restriction on the ability of any Restricted Subsidiary to take any Specified Action that are no more restrictive in any material respect than those under or pursuant in effect in the Subsidiary Credit Facility on the date of the creation of the applicable restriction in such Future Subsidiary Credit Facility (“Comparable Restriction Provisions”); and provided further that, if Mediacom LLC shall conclude in its sole discretion based on then prevailing market conditions that it is not in the best interest of Mediacom LLC and the Restricted Subsidiaries to comply with the agreement evidencing foregoing proviso, the Indebtedness so failure to include Comparable Restriction Provisions in the agreements relating to such Future Subsidiary Credit Facility shall not constitute a violation of the provisions of this Section 1010; (vi) existing agreements as in effect on the date of this In-denture and as amended, substituted, restructured, supplementedmodified, extended, renewed, refunded, refinanced, restated or replaced from time to time, provided that any such agreement as so amended, modified, extended, renewed, refunded, refinanced, restated or modifiedreplaced is not materially more restrictive, taken as a whole, as to the Specified Actions than such agreement as in effect on the date of this Indenture; (vii) applicable law; (viii) Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case that impose restrictions on the property purchased or leased of the nature described in clause (d) above; (ix) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (x) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 1011 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (I) in the ordinary course of business or (II) with the approval of the Executive Committee of Mediacom LLC, which limitations are applicable only to the assets or property that are the subject of such agreements; (xii) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and was not created in anticipation of such acquisition; and (xiii) Hedging Agreements permitted from time to time under this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company or any other Subsidiary Restricted Subsidiary, or (ivd) sell, lease or transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) this Indenture, the New Credit Facility and the Security Documents, (ii) any encumbrance restrictions existing under or restriction pursuant to any agreement contemplated by agreements in effect on the Issue Date; , (biii) any encumbrance or restriction, with respect to a Restricted Subsidiary of an Issuer that is not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the such Company and (but not incurred in connection with, or created in contemplation of, of such Person becoming a Restricted Subsidiary; ), (civ) applicable law or any applicable rule, regulation or order, (v) customary non-assignment or subletting provisions of any leaserestrictions arising from Liens permitted under Section 4.11 to the extent related to the assets subject to such Liens, license (vi) restrictions on cash or other contract; (d) any restriction deposits imposed by customers under contracts entered into in the ordinary course of business business, (vii) customary provisions contained in any lease leases and other agreements entered into in the ordinary course of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementbusiness, mortgage or lease; (eviii) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction restrictions existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements an agreement containing the encumbrances or restrictions in the foregoing a restriction permitted by clauses (ai), (b), ii) and (c), (diii) or (e), or in this clause (f)above; provided that the terms and conditions of any such encumbrances or restrictions under this clause (viii) are no more restrictive in any material respect not materially less favorable to the Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced (ix) any instrument governing Indebtedness or modifiedCapital Stock of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, so acquired; provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ix) above on the property so acquired, (xi) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (xii) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (xiii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.9 that limits the right of the debtor to dispose of the assets securing such Indebtedness, (xiv) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (xv) Indebtedness incurred pursuant to clauses (xii) and (xiii) of Section 4.9(b).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Capital StockStock or any other interest or participation in, (ii) or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make any loans or advances to the Company or any other Subsidiary, (iii) make any Investment in Subsidiary of the Company or any other Subsidiary or (ivc) transfer any of its properties or assets to the Company or to any other SubsidiarySubsidiary of the Company, except for: except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) restrictions imposed by applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) the Securities, this Indenture and the Security Documents, (iv) any encumbrance restrictions existing under or restriction pursuant to any agreement contemplated by agreements in effect on the Issue Date; , including, without limitation, restrictions under the Revolving Credit Facility and the 1996 Sale/Leaseback as both are in effect on such date, (bv) any encumbrance or restrictionrestrictions, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Datedate on which the Securities are originally issued, in existence at the time such Person becomes a Subsidiary of the Company and (but not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; ) and (c) customary non-assignment or subletting provisions of any lease, license or other contract; (dvi) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction restrictions existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements an agreement containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this a restriction permitted by clause (f); i) through (v) above, provided that the terms and conditions of any such encumbrances or -------- restrictions under this clause (vi) are no more restrictive in any material respect not materially less favorable to the Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, being refinanced, replaced . Nothing contained in this Section 4.18 shall prevent the Company or modifiedany of its Subsidiaries from entering into any agreement (x) permitted under Section 4.13 or (y) restricting the sale or other disposition of assets or property securing Indebtedness evidenced by such agreement provided that the Company complies with Section 4.15.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind, on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital StockStock to the Company or any other Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties property or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Dateexisting under or by reasons of applicable law; (b) any encumbrance or restriction existing under or by reason of customary non-assignment provisions of any lease governing a leasehold interest of the Company, or any Subsidiary; (c) any restriction pursuant to an agreement in effect at or entered into on the date hereof as set forth in Schedule I hereto; (d) any restriction existing under the Credit Facility as in effect on the date hereof; (e) any restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate hereof, in existence at the time such Person becomes a Subsidiary of or created on the Company date it becomes a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or through (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinancedrefinanced or replaced (in the opinion of the Board of Directors of the Company whose determination shall be conclusive). Notwithstanding the foregoing, replaced nothing in this Section 5.17 shall prohibit or modifiedrestrict the creation, incurrence, assumption, suffering to exist or becoming effect of any Indebtedness or Liens upon any of the assets of the Company and its Subsidiaries, the pledge by the Company or any Subsidiary of any Capital Stock of any Subsidiary, the guarantee of any Indebtedness by any Subsidiary, in each case, in accordance with the other terms of this Indenture, or any action taken to exercise any remedy in respect of any such Indebtedness, Lien or pledge or to enforce such guarantee.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ia) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed Stock to the Company or any other Subsidiary, (iiib) pay any Indebtedness owned to the Company or any Subsidiary, (c) make any Investment in the Company or any other Subsidiary or (ivd) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (ai) any encumbrance or restriction pursuant to the Credit Facilities as in effect on the date of this Indenture or any other agreement in effect on the Issue Date; date of this Indenture, (bii) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; , (ciii) customary non-provisions restricting subletting or assignment or subletting provisions of any leaselease governing a leasehold interest of the Company or any Subsidiary, license or other contract; (div) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary encumbrance or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement a working capital facility permitted to be incurred pursuant to which paragraph (xi) of the definition of "Permitted Subsidiary Indebtedness is incurred; Indebtedness" and (fv) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (ai) and (ii), (b), (c), (d) or (e), or in this clause (f); provided PROVIDED that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will and the Subsidiary Guarantors shall not, and will shall not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Notes or this Indenture or by other Subsidiaryindebtedness of the Company (which may also be guaranteed by the Subsidiary Guarantors) ranking senior or pari passu with the Notes or the Guarantee(s), as applicable; provided that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes, (iiib) make restrictions imposed by applicable law, (c) existing restrictions under Existing Indebtedness, (d) restrictions under any Investment Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of Acquisition, were not put in place in connection with or in anticipation of such Acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets to and business so acquired, (e) any such restriction or requirement imposed by Indebtedness incurred under the Company Credit Agreement or the Canadian Credit Agreement or any other Subsidiary, except for: (a) guarantee thereof in accordance with Section 4.7; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Credit Agreement or the Canadian Credit Agreement or any encumbrance or restriction pursuant to any agreement in effect on such guarantee as of the Issue Date; , (bf) any encumbrance or restriction, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company and not incurred in connection with, Equity Interests or in contemplation of, assets of such Person becoming a Subsidiary; provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (cg) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business restrictions on transfer contained in any lease Purchase Money Indebtedness incurred pursuant to paragraph (a) of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary Section 4.7 provided that such restrictions relate only to the extent such restriction restricts the transfer of the property subject to acquired with the proceeds of such security agreement, mortgage or lease; Purchase Money Indebtedness and (eh) any restriction contained in an agreement connection with and pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amendspermitted Refinancings, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d), (e) or (e), or in g) of this clause (f); provided Section 4.10 that the terms and conditions of any such encumbrances or restrictions are no not more restrictive in any material respect taken as a whole than those under being replaced and do not apply to any other Person or pursuant to assets than those that would have been covered by the agreement evidencing restrictions in the Indebtedness so amendedrefinanced. Notwithstanding the foregoing, substituted(a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, restructuredconsistent with industry practice shall not in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, supplemented, extended, renewed, refinanced, replaced as the case may be and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset may be subject to restrictions on the transfer or modifieddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distribution on its Capital Stock, or any other interest or participation in or measured by its profits, (ii) pay any Indebtedness Debt owed to the Company or any other Restricted Subsidiary, (iii) make any Investment in the Company or any other Subsidiary Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for; except: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue Date (including without limitation the Credit Agreement and the U.K. Credit Agreement in effect on the Issue Date); (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license contained in an agreement that has been entered into for the sale or other contractdisposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (d) any encumbrance or restriction existing under or by reason of applicable law or any requirement of any regulatory body; (e) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (f) any encumbrance or restriction pursuant to agreements with Manufacturers, dealerships or franchisees customary for agreements in the automobile industry; (g) any encumbrance or restriction contained in any Purchase Money Obligations for property to the extent such restriction or encumbrance restricts the transfer of such property; (h) any encumbrances or restrictions in security agreements securing Debt of a Subsidiary (including any Inventory Facility) (to the extent that such Liens are otherwise incurred in accordance with Section 1011) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Debt is repaid; (i) any encumbrance or restriction pursuant to Inventory Facilities customary for inventory and floor plan financing in the automobile industry; (j) any encumbrance related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance was not entered into in contemplation of the acquisition, merger or consolidation transaction; (k) customary non-assignment provisions contained in (1) any lease governing a leasehold interest or (2) any supply, license or other agreement entered into in the ordinary course of business contained in any lease of any Subsidiary the Company or any security agreement or mortgage of its Restricted Subsidiaries; (l) Liens securing Indebtedness Debt otherwise permitted to be incurred under the provisions of any Subsidiary Section 1011 herein that limit the right of the debtor to dispose of the extent such restriction restricts the transfer of property assets subject to such security agreement, mortgage or leaseLiens; (em) any restriction restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (n) restrictions contained in an agreement other Debt or Preferred Stock of the Company or any Restricted Subsidiary permitted to be incurred after the Issue Date pursuant to which Permitted Subsidiary Indebtedness is incurredthe provisions of Section 1008 or other agreements arising in the ordinary course of business and not related to Debt, provided that such restrictions shall not materially affect the ability of the Company to make principal and interest payments on the Securities, as determined in good faith by a senior officer or the Board of Directors of the Company; and (fo) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), j) and (dp) or (e), or in this clause (fo); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness Debt so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced; (p) restrictions related solely to Foreign Subsidiaries and created in connection with Debt of such Foreign Subsidiaries incurred pursuant to clauses (xii) and (xx) of paragraph (b) of Section 1008 herein; (q) encumbrances pursuant to the subordination provisions of any Debt permitted to be incurred by clause (v) of paragraph (b) of Section 1008; and (r) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture or similar entity.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Each Issuer shall not, and will shall not permit any of its Subsidiaries (other than nonconsolidated subsidiaries) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distribution distributions on its Capital StockStock or any other interest or participation in, (ii) or measured by, its profits, owned by an Issuer or any of its Subsidiaries or pay any Indebtedness owed to the Company an Issuer or any other Subsidiaryof its Subsidiaries, (iiib) make any Investment in the Company loans or advances to an Issuer or any other Subsidiary of its Subsidiaries or (ivc) transfer any of its properties or assets to an Issuer or any of its Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Indenture, (iii) the Company Credit Agreement or any other Subsidiaryagreement entered into in connection therewith or as contemplated thereby, except for: (aiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of an Issuer or any of its Subsidiaries, (v) any encumbrance instrument governing Indebtedness of a person acquired by an Issuer or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence its Subsidiaries at the time of such Person becomes a Subsidiary of the Company and acquisition; provided that such Indebtedness is not incurred in connection with, with or in contemplation ofof such acquisition, such Person becoming a Subsidiary; (cvi) customary non-assignment or subletting provisions of any leasethe Old Notes, license Existing Indebtedness or other contract; contractual obligation of an Issuer or any of its Subsidiaries existing on the date hereof, (dvii) additional Indebtedness in an aggregate principal amount of up to $50,000,000 at any one time outstanding, (viii) any restriction entered into in the ordinary course amendment, modification, renewal, extension, replacement, refinancing or refunding of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing imposed pursuant to clauses (aii), (biii), (c), (dvi) or (e), or in this clause (f)vii) above; provided that the terms and conditions of restrictions contained in any such encumbrances amendment, modification, renewal, extension, replacement, refinancing or restrictions refunding are no more restrictive less favorable in any all material respect than those under or pursuant respects to the agreement evidencing Holders of the Indebtedness so amendedSecurities, substituted(ix) any Mortgage Financing or Mortgage Refinancing, restructured, supplemented, extended, renewed, refinanced, replaced or modified.(x) any Permitted Investment or

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Borrower or any other Subsidiary Restricted Subsidiary, or (ivd) sell, lease or transfer any of its properties or assets to the Company Borrower or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) this Agreement, the Senior Debt Documents and the Security Documents, (ii) any encumbrance restrictions existing under or restriction pursuant to any agreement contemplated by agreements in effect on the Issue Date; Date (bincluding the Fleet Notes), (iii) any encumbrance or restriction, with respect to a Restricted Subsidiary of the Borrower that is not a Restricted Subsidiary of the Company Borrower on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and such Borrower (but not incurred in connection with, or created in contemplation of, of such Person becoming a Restricted Subsidiary; ), (civ) applicable law or any applicable rule, regulation or order, (v) customary non-assignment or subletting provisions of any leaserestrictions arising from Liens permitted under Section 6.3 to the extent related to the assets subject to such Liens, license (vi) restrictions on cash or other contract; (d) any restriction deposits imposed by customers under contracts entered into in the ordinary course of business business. (vii) customary provisions contained in any lease leases and other agreements entered into in the ordinary course of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementbusiness, mortgage or lease; (eviii) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction restrictions existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements an agreement containing the encumbrances or restrictions in the foregoing a restriction permitted by clauses (ai), (b), ii) and (c), (diii) or (e), or in this clause (f)above; provided that the terms and conditions of any such encumbrances or restrictions under this clause (viii) are no more restrictive in any material respect not materially less favorable to the Term 2 Noteholders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced (ix) any instrument governing Indebtedness or modifiedStock of a Person acquired by the Borrower or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, so acquired: provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ix) above on the property so acquired, (xi) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (xii) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (xiii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 6.1 that limits the right of the debtor to dispose of the assets securing such Indebtedness, (xiv) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (xv) Indebtedness incurred pursuant to clauses (xii) and (xiii) of Section 6.1 (b).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution distributions to the Company or any other Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiarySubsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiary of the Company (collectively, "Payment Restrictions"), except for: for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to any agreement the Senior Credit Facility as in effect on the Issue DateDate and any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacement or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Subsidiary that is not a Subsidiary Capital Stock of an Acquired Person acquired by the Company on the Issue Date, or any of its Subsidiaries as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection withwith such acquisition); provided that such restriction is not applicable to any Person, or in contemplation ofthe properties or assets of any Person, such Person becoming a Subsidiary; other than the Acquired Person, (cd) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementand consistent with past practices, mortgage or lease; (e) any restriction contained purchase money Indebtedness for property acquired in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and the ordinary course of business that only impose restrictions on the property so acquired, (f) any an agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary; provided that such restriction is only applicable to such Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 4.14; and provided, further, that such restriction or encumbrance or restriction existing shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, and (g) Refinancing Indebtedness permitted under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or any other Subsidiary or Restricted Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other SubsidiaryRestricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing under or by reason of (ai) applicable law, (ii) any encumbrance agreement in effect at or restriction pursuant entered into on the Issue Date (including, without limitation, the First Mortgage Notes outstanding and the Bank Credit Facilities in effect on that date) or any agreement relating to any agreement Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the Issue Date; , (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (ciii) customary non-assignment or subletting provisions of any leasecontract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, license or other contract; (div) any restriction entered into purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so acquired, or (vi) provisions contained in any lease of any Subsidiary agreements or any security agreement or mortgage securing instruments relating to Indebtedness of any Subsidiary to the extent such restriction restricts which prohibit the transfer of property subject to all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such security agreement, mortgage agreement or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make other distributions to or on behalf of, or to pay any other distribution obligation to or on its Capital Stockbehalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Borrower or any Subsidiary of the Borrower, except (a) restrictions imposed by this Agreement, (iib) pay restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Effective Date specified on Schedule 6.19, (d) restrictions under any acquired Indebtedness owed to the Company not incurred in violation of this Agreement or any other Subsidiaryagreement relating to any property, (iii) make any Investment in asset, or business acquired by the Company Borrower or any other Subsidiary or (iv) transfer any of its properties Subsidiaries, which restrictions in each case existed at the time of an Acquisition, were not put in place in connection with or in anticipation of such Acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets to the Company or any other Subsidiaryand business so acquired, except for: (ae) any encumbrance such restriction or requirement imposed by Indebtedness incurred under the 1999 Subordinated Debt Documents, the 1999 Senior Unsecured Debt or the 1997 Senior Unsecured Debt Documents provided such restriction pursuant to any agreement in effect on the Issue Date; or requirement is not materially less favorable than that imposed by this Agreement, (bf) any encumbrance or restriction, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Company on Borrower imposed pursuant to a binding agreement which has been entered into for the Issue Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Company Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary, which are being sold, and not incurred (g) in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement with and pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amendspermitted refinancing Indebtedness, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d) or (e), or in ) of this clause (f); provided paragraph that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable than those under being replaced and do not apply to any other person or pursuant to assets than those that would have been covered by the agreement evidencing restrictions in the Indebtedness so amendedrefinanced. Notwithstanding the foregoing, substitutedcustomary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, restructuredconsistent with industry practice shall not in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, supplemented, extended, renewed, refinanced, replaced or modifiedas the case may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of (a) any encumbrance or restriction pursuant to any agreement the Senior Credit Facility as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Subsidiary that is not a Subsidiary Capital Stock of an Acquired Person acquired by the Company on the Issue Date, or any of its Restricted Subsidiaries as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection withwith such acquisition); provided that such restriction is not applicable to any Person, or in contemplation ofthe properties or assets of any Person, such Person becoming a Subsidiary; other than the Acquired Person, (cd) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementand consistent with past practices, mortgage or lease; (e) any restriction contained purchase money Indebtedness for property acquired in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; the ordinary course of business that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) any an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance or restriction existing shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, and (g) Refinancing Indebtedness permitted under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any Subsidiary Guarantor on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiarySubsidiary Guarantor, (iiiii) make any Investment in loans or advances to the Company or any other Subsidiary Guarantor, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiary Guarantor, except for: for such encumbrances or restrictions existing on the Escrow Release Date (including, for the avoidance of doubt, this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents and the Unsecured Indenture, the Unsecured Notes and the guarantees thereof) or otherwise existing under or by reason of (a) the Senior Credit Facilities and the Existing Notes, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14, (g) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements, including with respect to intellectual property, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Escrow Release Date pursuant to the provisions of the Security Documents and Section 4.07 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any encumbrance or restriction arising pursuant to an agreement or instrument, which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Secured Credit Agreement, existing on the Escrow Release Date, together with the security documents associated therewith as in effect on the Issue Date; Escrow Release Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) any such encumbrance or restriction, with respect restriction applies only during the continuance of a default relating to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementinstrument, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fl) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any agreement that amendsQualified Securitization Financing or Receivables Facility that, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (a), (b), (c), (dn) or (e), or in Refinancing Indebtedness permitted under this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no not materially more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or suffer otherwise cause to exist become effective any consensual encumbrance or restriction of any kind, on the ability of any Subsidiary to (ia) pay dividends or make any other distribution on its Capital Stock, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in the Company or any other Subsidiary or (ivd) transfer any of its properties property or assets to the Company or any other Subsidiary, except for: (ai) any encumbrance or restriction pursuant to any an agreement in effect at or entered into on the Issue Datedate of the Indenture; (bii) any encumbrance or restriction pursuant to Title XI Financing provided that such encumbrance or restriction is no more onerous to the Company or such Subsidiary than any provision contained in any agreement or other document pertaining to a Title XI Financing to which the Company or such Subsidiary is a party or subject which is outstanding on the date of the Indenture; (iii) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary on the date of the Company on the Issue DateIndenture, in existence at the time such Person becomes a Subsidiary of or created on the Company date it becomes a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fiv) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (ai), (bii), and (c)iii) provided, (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, refinanced or replaced or modified(in the opinion of the Board of Directors of the Company and evidenced in a Board Resolution whose determination shall be conclusive).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Each Issuer shall not, and will shall not permit any of its Subsidiaries (other than nonconsolidated subsidiaries) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (ia) pay dividends or make any other distribution distributions on its Capital StockStock or any other interest or participation in, (ii) or measured by, its profits, owned by an Issuer or any of its Subsidiaries or pay any Indebtedness owed to the Company an Issuer or any other Subsidiaryof its Subsidiaries, (iiib) make any Investment in the Company loans or advances to an Issuer or any other Subsidiary of its Subsidiaries or (ivc) transfer any of its properties or assets to an Issuer or any of its Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Indenture, (iii) the Company Credit Agreement or any other Subsidiaryagreement entered into in connection therewith or as contemplated thereby, except for: (aiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of an Issuer or any of its Subsidiaries, (v) any encumbrance instrument governing Indebtedness of a person acquired by an Issuer or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence its Subsidiaries at the time of such Person becomes a Subsidiary of the Company and acquisition; provided that such Indebtedness is not incurred in connection with, with or in contemplation ofof such acquisition, such Person becoming a Subsidiary; (cvi) customary non-assignment or subletting provisions of any leasethe Old Notes, license Existing Indebtedness or other contract; contractual obligation of an Issuer or any of its Subsidiaries existing on the date hereof, (dvii) additional Indebtedness in an aggregate principal amount at any one time outstanding of up to $179,611,000 (which is equal to the difference between $250,000,000 and the amount of Initial Securities issued on the Original Issue Date), (viii) any restriction entered into in the ordinary course amendment, modification, renewal, extension, replacement, refinancing or refunding of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing imposed pursuant to clauses (aii), (biii), (c), (dvi) or (e), or in this clause (f)vii) above; provided that the terms and conditions restrictions contained in any such amendment, modification, renewal, extension, replacement, refinancing or refunding are no less favorable in all material respects to the Holders of the Securities, (ix) any Mortgage Financing or Mortgage Refinancing, (x) any Permitted Investment or (xi) contracts for the sale of assets so long as such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant apply only to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedassets to be sold pursuant thereto.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company, except for: for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of (a) the Senior Credit Facilities, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (g) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.07 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any encumbrance or restriction arising pursuant to an agreement or instrument, which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole (i) are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Credit Facilities existing on the Issue Date, together with the security documents associated therewith as in effect on the Issue Date; Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) any such encumbrance or restriction, with respect restriction applies only during the continuance of a default relating to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementinstrument, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (fl) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any agreement that amendsQualified Securitization Financing or Receivables Facility that, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (a), (b), (c), (dn) or (e), or in Refinancing Indebtedness permitted under this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no not materially more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer and the Guarantors will not, and will not permit any of its their Subsidiaries to, individually or collectively, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of Xxxxxxx International or such Guarantors to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Xxxxxxx International, the Company Guarantors or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer of any of its properties them, or assets to guaranty the Company or any other SubsidiarySecurities, except for: (a) any encumbrance restrictions imposed by the Securities or restriction pursuant to any agreement in effect on herein or by other Indebtedness (which may also be guaranteed by the Issue Date; Guarantors) ranking pari passu with the Securities or the Guarantees, as applicable, provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture and the Securities, (b) restrictions imposed by applicable law, (c) any encumbrance restriction imposed by Indebtedness incurred under the Credit Agreement or restriction, with respect other Senior Debt incurred pursuant to a Subsidiary Section 4.10 hereof; provided that such restriction or requirement is not a Subsidiary no more restrictive than that imposed by the Credit Agreement as of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction imposed by Indebtedness incurred by any Guarantor pursuant to Section 4.10 or Section 4.14; provided, that a majority of the members of the Board of Directors of Xxxxxxx International and such Guarantor shall have determined in good faith that (i) such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date or (ii) such restriction or requirement will not, individually or together with such other restrictions or requirements imposed on any other Guarantor, be reasonably expected to result (except upon a default or event of default under such Indebtedness) in the Issuer not having sufficient funds to make scheduled payments of cash interest on the Securities when due, (e) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by Xxxxxxx International or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any person, other than the person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (f) restrictions with respect solely to a Subsidiary of Xxxxxxx International imposed pursuant to a binding agreement that has been entered into in for the ordinary course sale or disposition of business all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on transfer contained in any lease FF&E Indebtedness incurred pursuant to paragraph (c) of any Subsidiary or any security agreement or mortgage securing Indebtedness the definition of any Subsidiary “Permitted Indebtedness,” provided such restrictions relate only to the extent such restriction restricts the transfer of the property subject to acquired with the proceeds of such security agreementFF&E Indebtedness, mortgage or lease; and (eh) any restriction contained in an agreement connection with and pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amendsRefinancings, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d) or (e), or in ) of this clause (f); provided paragraph that the terms and conditions of any such encumbrances or restrictions are no not more restrictive in any material respect than those under being replaced and do not apply to any other person or pursuant to assets than those that would have been covered by the agreement evidencing restrictions in the Indebtedness so amendedrefinanced. Notwithstanding the foregoing, substitutedneither (a) customary provisions restricting subletting or assignment of any lease, restructuredlicense or contract entered into in the ordinary course of business, supplementedconsistent with industry practice, extendednor (b) Liens permitted under the terms of this Indenture shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, renewed, refinanced, replaced or modifiedas the case may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of its Subsidiaries to (ia) pay dividends or make any other distribution distributions in cash or otherwise on its Capital StockStock to the Company or any Subsidiary, (iib) pay any Indebtedness owed to the Company or any other Subsidiary, (iiic) make any Investment in loans or advances to the Company or any other Subsidiary or thereof, (ivd) transfer any of its properties or assets to the Company or any Subsidiary thereof (other Subsidiarythan customary restrictions on transfer of property subject to a Permitted Lien under the term of the agreements creating such Permitted Lien (other than a Lien on cash not constituting proceeds of non-cash property subject to a Permitted Lien) which would not materially adversely affect the Company’s ability to satisfy its obligations under the Notes), except for: or (ae) guarantee any Indebtedness of the Company or any Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by reason of (i) the Notes or this Indenture, (ii) any encumbrance restrictions existing under or restriction pursuant to contemplated by agreements evidencing any agreement Exit Facility Indebtedness, Additional Liquidity Facility Indebtedness or Senior Loan Facility Indebtedness, (iii) any restrictions which are in effect existence on the Issue Date; (b) any encumbrance Effective Date or restriction, which exist with respect to a Subsidiary Person that is not becomes a Subsidiary of on or after the Company on the Issue Effective Date, which are in existence at the time such Person becomes a Subsidiary of the Company and (but not incurred created in connection with, with or in contemplation of, of such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions Subsidiary of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to Company and which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired) and any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a)same; provided, (b)however, (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive not materially less favorable in any material respect the aggregate to the holders of the Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced or replaced, (iv) customary non-assignment provisions in any contract or licensing agreement entered into by the Company or any Subsidiary of the Company in the ordinary course of business or in any lease governing any leasehold interest of the Company or a Subsidiary, (v) any restrictions existing under or contemplated by agreements evidencing any Purchase Money Indebtedness that impose restrictions on the ability of any of the Company or its Subsidiaries to transfer the property so amendedacquired to the Company or its Subsidiaries, substituted(vi) any restrictions existing under or contemplated by Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity, restructured(vii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, supplemented(viii) any restriction that exists or may arise directly as a result of the Company Voluntary Arrangements, extended(ix) any restrictions (other than those described in the preceding clauses) in existence on the date hereof, renewed(x) any restrictions relating to Excluded Subsidiaries imposed in connection with the Indebtedness incurred by the Excluded Subsidiaries and permitted under Section 4.10, (xi) any restrictions contained in any agreements to which any Subsidiary that is not a wholly-owned Subsidiary is a party so long as such restrictions apply solely to such Subsidiary or any of its Subsidiaries and (xii) any restrictions existing under or contemplated by agreements evidencing any Indebtedness permitted under clause (vii)(b) of the second paragraph of Section 4.10, providing that the restrictions contained in the agreements governing such Indebtedness are no more restrictive in whole than those contained in the agreements governing the Indebtedness being refinanced, replaced replaced, refunded, renewed or modifiedextended.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of (a) any encumbrance or restriction pursuant to any agreement the Senior Credit Facility as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Subsidiary that is not a Subsidiary Capital Stock of an Acquired Person acquired by the Company on the Issue Date, or any of its Restricted Subsidiaries as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection withwith such acquisition); provided that such restriction is not applicable to any Person, or in contemplation ofthe properties or assets of any Person, such Person becoming a Subsidiary; other than the Acquired Person, (cd) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementand consistent with past practices, mortgage or lease; (e) any restriction contained purchase money Indebtedness for property acquired in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; the ordinary course of business that only impose restrictions on the property so acquired (and proceeds generated therefrom), (f) any an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance or restriction existing shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, and (g) Refinancing Indebtedness permitted under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f)Indenture; provided that the terms and conditions of any restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no more restrictive in any material respect the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution distributions to the Company or any other Subsidiary of the Company on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other SubsidiarySubsidiary of the Company, (iiiii) make any Investment in loans or advances to the Company or any other Subsidiary of the Company, or (iviii) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiary of the Company (collectively, "Payment Restrictions"), except for: for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to any agreement the Credit Facility as in effect on the Issue DateDate and any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Facility immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any encumbrance instrument governing Indebtedness or restriction, with respect to a Subsidiary that is not a Subsidiary Capital Stock of an Acquired Person acquired by the Company on the Issue Date, or any of its Subsidiaries as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection withwith such acquisition); provided that such restriction is not applicable to any Person, or in contemplation ofthe properties or assets of any Person, such Person becoming a Subsidiary; other than the Acquired Person, (cd) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into in the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary; provided that such restriction is only applicable to such Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 4.13; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, (g) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing, (h) any lease of any Subsidiary or any agreement in effect on the Issue Date and (i) provisions in security agreement or mortgage securing agreements relating to secured Indebtedness of any a Subsidiary to the extent such restriction restricts provisions restrict the transfer of the property that is the subject to of such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.agreements. 45 -38-

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Datedate of the B Indenture; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of the B Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Capital StockEquity Interests, (ii) pay any Indebtedness owed to the Company or any other Subsidiarya Restricted Subsidiary of the Company, (iii) make any Investment in the Company or any other a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue DateDate or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary non-assignment in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or subletting provisions of any leaseGuarantor’s ability to make principal and interest payments on the Securities, license or other contractas determined in good faith by the Company; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), ) and (c), (d) or (e), or in this clause (fd); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, refinanced or replaced or modified.are not more restrictive than those set forth in this Indenture; and (e) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 1012 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery. 127

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause to suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distribution to the Company or any Restricted Subsidiary on its Capital StockStock or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make any Investment in loans or advances to the Company or any other Subsidiary Restricted Subsidiary, or (ivc) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for: for such encumbrances or restrictions existing under or by reason of (ai) the Amended and Restated Credit Agreement or any encumbrance or restriction pursuant to any agreement other Indebtedness as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; (b) any encumbrance provided, however, that such amendments, restatements, renewals, replacements or restriction, refinancings are no more restrictive with respect to a Subsidiary that is not a Subsidiary such dividend and other payment restrictions than those contained in the Amended and Restated Credit Agreement (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (ii) applicable law, (iii) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company on the Issue Date, or any of its Restricted Subsidiaries as in existence effect at the time of such Person becomes a Subsidiary of acquisition (except to the Company and not extent such Indebtedness was incurred in connection with, with or in contemplation ofof such acquisition); provided, however, that such Person becoming a Subsidiary; restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (civ) by reason of customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction in leases entered into the ordinary course of business and consistent with past practices, (v) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (vi) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 10.14, (vii) Refinancing Indebtedness permitted under this Indenture; provided, however, that the restrictions contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any governing such encumbrances or restrictions Refinancing Indebtedness are no more restrictive in any material respect the aggregate than those under contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing, (viii) this Indenture, the Notes and the Guarantees, (ix) arising or pursuant agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the agreement evidencing Company or any Restricted Subsidiary, or (x) any instrument governing Indebtedness of a Foreign Subsidiary permitted by the terms of the Indenture. Nothing contained in this Section 10.17 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 10.16 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced of the Company or modifiedany of its Restricted Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will and the Guarantors shall not, and will shall not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) restrictions imposed by the Notes or this Indenture or by other SubsidiaryIndebtedness of the Company (which may also be guaranteed by the Guarantors) ranking equal in right of payment to the Notes or the Guarantees, as applicable; provided that such restrictions are no more restrictive (taken as a whole) than those imposed by this Indenture and the Notes, (iiib) make restrictions imposed by applicable law, (c) existing restrictions under Existing Indebtedness, (d) restrictions under any Investment Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiaries, except for: (a) any encumbrance or restriction pursuant to any agreement which restrictions in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence each case existed at the time such Person becomes a Subsidiary of the Company and acquisition, were not incurred put in place in connection withwith or in anticipation of such acquisition and are not applicable to any Person, other than the Person (or Persons) acquired, or in contemplation ofto any property, such Person becoming a Subsidiary; (c) customary non-assignment asset or subletting provisions of any leasebusiness, license or other contract; (d) any restriction entered into in than the ordinary course of property, assets and business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreementso acquired, mortgage or lease; (e) any restriction contained or requirement imposed by Indebtedness incurred under the Credit Agreement or any guarantee thereof in an agreement pursuant to which Permitted Subsidiary Indebtedness accordance with Section 4.7 hereof; provided that such restriction or requirement is incurred; and no more restrictive (taken as a whole) than that imposed by the Credit Agreement or any such guarantee as of the Issue Date, (f) any encumbrance or restriction existing under any agreement restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (a) of Section 4.7 hereof provided that amendssuch restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, substitutes(g) in connection with and pursuant to permitted Refinancings, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or replacements of restrictions in the foregoing imposed pursuant to clauses (a), (b), (c), (d) or ), (ef), or in this clause (f); g) of this Section 4.10 that are not more restrictive (taken as a whole) than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced, and (h) restrictions solely with respect to any of the Company’s Subsidiaries imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided that such restrictions apply solely to the terms and conditions Subsidiary whose Equity Interests or assets are being sold. Notwithstanding anything contained herein to the contrary, the foregoing provisions will not prohibit, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice, and (b) any asset subject to a Lien which is not prohibited to exist with respect to such encumbrances or restrictions are no more restrictive in any material respect than those under or asset pursuant to the agreement evidencing terms of this Indenture may be subject to customary restrictions on the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced transfer or modifieddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Partnership shall not, and will shall not permit any of its Restricted Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company Partnership or any other Restricted Subsidiary, (iiic) make loans or advances to, or any Investment in investment in, the Company Partnership or any other Subsidiary or Restricted Subsidiary, (ivd) transfer any of its properties or assets to the Company Partnership or any other SubsidiaryRestricted Subsidiary or (e) guarantee any Indebtedness of the Partnership or any other Restricted Subsidiary (collectively, “Payment Restrictions”), except for: for such encumbrances or restrictions existing under or by reason of (ai) any encumbrance or restriction pursuant to applicable law, (ii) any agreement in effect at or entered into on April 19, 1995 (including, without limitation, the Issue DateFirst Mortgage Notes outstanding as of April 19, 1995 and the Bank Credit Facilities in effect as of April 19, 1995) or any agreement relating to any Permitted Indebtedness; (b) any encumbrance or restrictionprovided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to a Subsidiary that is not a Subsidiary of such Payment Restrictions than those set forth in the Company agreements governing the First Mortgage Notes and the Bank Credit Facilities as in effect on the Issue DateApril 19, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with1995, or in contemplation of, such Person becoming a Subsidiary; (ciii) customary non-assignment or subletting provisions of any leasecontract or any lease governing a leasehold interest of the Partnership or any Restricted Subsidiary, license or other contract; (div) any restriction entered into purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (v) any agreement or other instrument of a Person acquired by the Partnership or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person other than the Person, or the properties, assets or Subsidiaries of the Person, so acquired, or (vi) provisions contained in any lease of any Subsidiary agreements or any security agreement or mortgage securing instruments relating to Indebtedness of any Subsidiary to the extent such restriction restricts which prohibit the transfer of property subject to all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such security agreement, mortgage agreement or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modifiedinstrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of its Subsidiaries to (i) pay dividends or make any other distribution distributions to the Company or any Subsidiary on its Capital StockEquity Interests, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in loans or advances to the Company or any other Subsidiary thereof or (iv) transfer any of its properties or assets to the Company or any other SubsidiarySubsidiary thereof, except for: except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (aw) the Notes or this Indenture, (x) any encumbrance restrictions existing under or restriction pursuant to any agreement contemplated by agreements in effect on the Issue Date; , including, without limitation, restrictions under the New Credit Facility as in effect on the Issue Date and comparable provisions in the agreements evidencing any other Permitted Secured Indebtedness, the Existing Subsidiary Notes and the related indenture, (by) any encumbrance or restrictionrestrictions, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and (but not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions Subsidiary of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to Company and which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired) and (z) any restrictions existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements an agreement containing the encumbrances or restrictions in the foregoing clauses a restriction permitted by clause (aw), (b), (c), (dx) or (e)y) above, or in this clause (f); provided provided, however, that the terms and conditions of any such encumbrances or restrictions are no more restrictive not materially less favorable in any material respect the aggregate to the holders of the Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any 117 Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any agreement in effect on the Issue Datedate hereof and listed on Schedule II hereto; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Datedate of the Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; and (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), ) and (b), (c), (d) or (e), or in this clause (fc); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced refinanced or modifiedreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will Issuer and the Subsidiary Guarantors shall not, and will shall not permit any of its their Subsidiaries to, directly or indirectly, create create, assume or suffer to exist any consensual encumbrance or restriction on the ability of any Subsidiary of the Issuer to (i) pay dividends or make any other distribution distributions to or on its Capital Stockbehalf of, (ii) or to pay any Indebtedness owed obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company Issuer or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, Subsidiaries except for: (a) any encumbrance restrictions imposed by the Notes or restriction pursuant to any agreement in effect on the Issue Date; (b) any encumbrance this Indenture or restriction, with respect to a Subsidiary that is not a Subsidiary by other indebtedness of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary Issuer or any of the Company and not incurred in connection withSubsidiary Guarantors ranking pari passu with the Notes or the Guarantees, or in contemplation ofas applicable, provided such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those imposed by this Indenture and the Notes, (b) restrictions imposed by applicable law, (c) existing restrictions under Indebtedness outstanding on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or pursuant refinancings of such Indebtedness, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive taken as a whole with respect to dividend and other payment restrictions than those contained in the applicable existing Indebtedness, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement evidencing relating to any property, asset, or business acquired by the Indebtedness so amendedIssuer or any of its Subsidiaries, substitutedwhich restrictions existed at the time of acquisition, restructuredwere not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, supplementedother than the Person acquired, extended, renewed, refinanced, replaced or modified.to

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Capital StockEquity Interests, (ii) pay any Indebtedness owed to the Company or any other Subsidiarya Restricted Subsidiary of the Company, (iii) make any Investment in the Company or any other a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company, except for: (a) any encumbrance or restriction pursuant to any an agreement in effect on the Issue Datedate of this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Datedate of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), ) and (b), (c), (d) or (e), or in this clause (fc); , provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, refinanced or replaced or modifiedare not more restrictive than those set forth in this Indenture; (d) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which an Asset Sale permitted under Section 10.13 is to be consummated, so long as such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement or instrument through a termination date not later than 270 days after such execution and delivery; (e) any such encumbrance or restriction consisting of customary contractual non-assignment provisions in a contract entered into in the ordinary course of business, to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (f) in the case of clause (iv) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be incurred pursuant to Section 10.08 to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (g) any restriction imposed by applicable law.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (ia) pay dividends dividends, in cash or otherwise, or make any other distribution distributions on its Capital StockStock or any other interest or participation in, (ii) or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make any loans or advances to the Company or any other Subsidiary, (iii) make any Investment in Subsidiary of the Company or any other Subsidiary or (ivc) transfer any of its properties or assets to the Company or to any other SubsidiarySubsidiary of the Company, except for: except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) the Securities, this Indenture, the Credit Agreement and the Security Documents, (ii) any encumbrance restrictions existing under or restriction pursuant to any agreement contemplated by agreements in effect on the Issue Initial Closing Date; , (biii) any encumbrance or restriction, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the Issue Initial Closing Date, in existence at the time such Person becomes a Subsidiary of the Company and (but not incurred in connection with, or created in contemplation of, of such Person becoming a Subsidiary; ), (civ) customary non-assignment applicable law or subletting provisions of any leaseapplicable rule, license regulation or order, (v) Liens permitted under Section 4.11, (vi) secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under Section 4.9, (vii) restrictions on cash or other contract; (d) any restriction deposits imposed by customers under contracts entered into in the ordinary course of business business, (viii) customary provisions contained in any lease leases and other agreements entered into in the ordinary course of any Subsidiary business, or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (eix) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction restrictions existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements an agreement containing the encumbrances or restrictions in the foregoing a restriction permitted by clauses (ai), (b)ii) and (iii) above, (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions under this clause (ix) are no more restrictive in any material respect not materially less favorable to the Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends or make any other distribution distributions on or in respect of its Capital Stock, ; (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Subsidiary, (iii) make any Investment in Restricted Subsidiary of the Company or any other Subsidiary Company; or (ivc) transfer any of its properties property or assets to the Company or any other SubsidiaryRestricted Subsidiary of the Company, except forfor such encumbrances or restrictions existing under or by reason of: (a1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction pursuant is not applicable to any agreement Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Agreement; (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (b7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; or (10) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4),(5) or (6) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; (c) customary non-assignment or subletting provisions of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing such Indebtedness of any Subsidiary are no less favorable to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and (f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (d) or (e), or in this clause (f); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness so amendedin such clause (2), substituted(4), restructured(5) or (6), supplemented, extended, renewed, refinanced, replaced or modifiedrespectively.